Form 8-K

8-K — Yesway, Inc.

Accession: 0001104659-26-095465

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001859836

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2622997d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622997d1_ex99-1.htm)

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8-K (Primary)

Filename: tm2622997d1_8k.htm · Sequence: 1

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0001859836

2026-08-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 13, 2026

Yesway, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43243

86-3446060

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2301 Eagle Parkway

Fort Worth, TX 76177

(Address of registrant’s principal executive

offices, including zip code)

(682) 428-2400

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value per share

YSWY

The Nasdaq Global Select Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.

Results of Operations and Financial Condition.

On August 13, 2026, Yesway, Inc. issued a press

release announcing its financial results for the period ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K.

The information in this Item 2.02, including the

information contained in Exhibit 99.1 of this Current Report on Form 8-K, is furnished herewith and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Yesway,

Inc. dated August 13, 2026

104

Cover

Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

YESWAY, INC.

Date: August 13, 2026

By:

/s/ Ericka L. Ayles

Ericka L. Ayles

Chief Financial Officer and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622997d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Yesway, Inc.

Reports Second Quarter 2026 Financial Results

Achieved record Store Contribution, driven by

increases in fuel margin and inside merchandise margin from same-store sales and increases in fuel gallons and inside merchandise sales

from new stores

Delivered same-store inside merchandise

sales growth in 18 of the past 19 quarters and generated positive same-store fuel gallons growth in the second quarter of 2026

Increased full year 2026 Adjusted EBITDA outlook,

reflecting strong second quarter performance

FORT WORTH, TX – August 13, 2026 –

Yesway, Inc. (“Yesway” or the “Company”) (Nasdaq: YSWY), one of the fastest-growing convenience store operators

in the United States, today announced financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Highlights

· Net income increased to $29.7 million from $24.2

million in the prior-year period, and Adjusted EBITDA increased 35.0% year-over-year to $70.9 million.

· Same-store inside merchandise sales increased

1.2% year-over-year. Excluding the 29 stores in our Iowa and Kansas portfolio, the sale of which is expected to close by year-end, same-store

inside merchandise sales increased 1.5%. Total inside merchandise sales increased 4.4% year-over-year, with a total inside merchandise

margin of 35.7%.

· Same-store fuel gallons sold increased 1.4% year-over-year.

Excluding the 29 stores in our Iowa and Kansas portfolio, same-store fuel gallons sold increased 1.8%. Total fuel gallons sold increased

6.9% year-over-year, with a total fuel margin of 52.6 cents per gallon.

· Income from operations increased to $47.7 million

from $36.7 million in the prior-year period, and Store Contribution increased 29.5% year-over-year to $87.7 million.

“Our second quarter was a milestone in our

company’s history, reflecting broad-based execution across both our fuel and inside merchandise businesses,” said Thomas N.

Trkla, Chairman, President and Chief Executive Officer of Yesway. “We set new records across several key measures, including fuel

gallons sold, fuel gross profit, inside merchandise sales, inside merchandise gross profit, and Store Contribution. This operating momentum

drove Adjusted EBITDA growth of 35% year-over-year in the second quarter.”

Mr. Trkla continued, “These results underscore

the strength and breadth of our platform, the advantages of our differentiated market positioning, the resilience of our business model

amid continued inflationary pressures and volatile fuel markets, and the disciplined execution of our team. Looking ahead, our strong

operating performance and significant cash generation are increasing our financial flexibility to fund our organic growth initiatives

and pursue acquisitions as compelling opportunities arise.”

Second Quarter Results

1,2

Same-Store Comparison

Total inside merchandise and fuel gross profit

increased 14.0% year-over-year on a same-store basis, reflecting growth in both fuel and inside merchandise categories.

Fuel gallons sold increased 1.4% year-over-year

on a same-store basis, and same-store fuel gross profit increased 29.0% year-over-year.

Inside merchandise sales increased 1.2% year-over-year

on a same-store basis, and same-store inside merchandise gross profit increased 2.5% year-over-year.

Three months

ended June 30,

Six months

ended June 30,

Same-Store Comparison by Category

2026

2025

2026

2025

Fuel gallons

1.4 %

(1.7 )%

0.7 %

(1.5 )%

Fuel sales less cost of goods sold (exclusive of depreciation and amortization) (1)

29.0 %

0.3 %

32.6 %

0.0 %

Inside merchandise sales

1.2 %

1.6 %

2.6 %

1.1 %

Inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization) (2)

2.5 %

6.6 %

5.8 %

5.9 %

Total inside merchandise and fuel sales less cost of goods sold (exclusive of depreciation and amortization)

14.0 %

3.8 %

17.2 %

3.4 %

1 Fuel sales less cost of goods sold (exclusive of depreciation and amortization) for the Iowa and Kansas

stores were $1.2 million and $2.3 million in the three and six months ended June 30, 2026, and $1.1 million and $2.0 million in the three

and six months ended June 30, 2025, respectively.

2 Inside merchandise sales less cost of goods sold for the Iowa and Kansas stores were $1.9 million and

$3.4 million in the three and six months ended June 30, 2026, respectively, and $2.0 million and $3.6 million in the three and six months

ended June 30, 2025, respectively.

Fuel

Fuel sales increased 52.7% year-over-year to $673.1

million, and fuel gross profit increased 36.2% year-over-year to $84.0 million, with fuel margin increasing 27.4% year-over-year to 52.6

cents per gallon.

Three months

ended June 30,

Six months

ended June 30,

Fuel ($ in thousands)

2026

2025

2026

2025

Fuel gallons sold (in thousands)

159,546

149,230

304,621

283,611

Same-store gallons sold

1.4 %

(1.7 )%

0.7 %

(1.5 )%

Fuel sales less cost of goods sold (exclusive of depreciation and amortization)

$ 83,986

$ 61,675

$ 155,594

$ 109,872

Fuel Margin (cents per gallon)

52.6

41.3

51.1

38.7

1 Results for the periods include 29 stores in Iowa and

Kansas, which the Company expects to sell by the end of 2026. Fuel sales less cost of goods sold (exclusive of depreciation and amortization)

for the Iowa and Kansas stores were $1.2 million and $1.1 million in the three months ended June 30, 2026, and 2025, respectively. Inside

merchandise sales less cost of goods sold for the Iowa and Kansas stores were $1.9 million and $2.0 million in the three months ended

June 30, 2026, and 2025, respectively.

2 See "Presentation of Financial Information"

below.

Inside Merchandise

Inside merchandise sales increased 4.4% year-over-year

to $240.1 million, and inside merchandise gross profit increased 5.8% year-over-year to $85.8 million, with inside merchandise margin

increasing 50 basis points to 35.7%.

Three months

ended June 30,

Six months

ended June 30,

Inside Merchandise ($ in thousands)

2026

2025

2026

2025

Total inside merchandise sales

$ 240,104

$ 230,078

$ 453,781

$ 425,182

Same-store inside merchandise sales

1.2 %

1.6 %

2.6 %

1.1 %

Inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization)

$ 85,785

$ 81,056

$ 162,943

$ 147,688

Inside merchandise margin

35.7 %

35.2 %

35.9 %

34.7 %

Adjusted EBITDA

Adjusted EBITDA increased 35.0% year-over-year

to $70.9 million, primarily attributable to the increase in fuel margin and inside merchandise margin from same-store sales and increases

in fuel gallons and inside merchandise sales from new stores.

A reconciliation of net income to Adjusted EBITDA,

a non-GAAP financial measure, is provided in the tables below.

Store Contribution

Store Contribution increased 29.5% year-over-year

to $87.7 million, primarily attributable to the increase in fuel margin and inside merchandise margin from same-store sales and increases

in fuel gallons and inside merchandise sales from new stores.

A reconciliation of income from operations to

Store Contribution, a non-GAAP financial measure, is provided in the tables below.

Store Count

As of June 30, 2026, the Company operated 450

stores under the Yesway and Allsup’s brands. The following table represents the roll forward of store count through the second quarter

of fiscal 2026.

Three months ended

June 30, 2026

Six months ended

June 30, 2026

Stores, beginning of period

449

448

Opened

Stores, end of period

450

Balance Sheet, Cash Flow and Liquidity

As of June 30, 2026, the Company had cash and

cash equivalents of $81.6 million and total debt, including financing obligations and finance lease obligations, of $618.4 million.

Net cash provided by operating activities was

$56.6 million for the three months ended June 30, 2026, compared to $35.7 million in the prior-year period.

Capital expenditures totaled $24.2 million for

the three months ended June 30, 2026, compared to $21.8 million in the prior-year period.

Full Year 2026 Outlook1

Yesway has increased its outlook for full year

2026 Adjusted EBITDA to $235 million to $245 million from $210 million to $220 million previously. The Company’s updated Adjusted

EBITDA outlook reflects strong second quarter performance and assumes that fuel margin moderates in low-40-cent-per-gallon range for the

second half of the year, consistent with the Company’s historical average.

The Company has reaffirmed its outlook for the

following metrics as detailed below:

Same-store Inside Merchandise Sales Growth

1.25% - 3.25%

Capital Expenditures

$85 million - $95 million

New Store Openings

6 - 8 new stores

1 Assumes the sale of the 29 stores in the Company’s Iowa and Kansas portfolio will close by the end

of 2026.

Conference Call Details

Yesway will hold a conference call and webcast

to discuss its second quarter 2026 financial results today, Thursday, August 13, 2026, at 8:30 AM ET.

A live webcast of the conference call will be

available on the Investor Relations section of the Company’s website or by clicking on the webcast link here. An

online archive of the webcast will be available on the Company’s website for one year following the call.

About Yesway

Established in 2015 and headquartered in Fort

Worth, TX, Yesway is an award-winning convenience store operator with approximately 450 stores across nine states in the Midwest and Southwest.

Yesway is renowned for its iconic foodservice offerings, diverse grocery selections, and private-label products, including the famous

Allsup's deep-fried burrito. Through strategic acquisitions, the development and opening of more than 90 stores over the past several

years, and a steadfast commitment to customer satisfaction and community engagement, Yesway continues to cement its position as one of

the leading convenience retailers in the United States.

Non-GAAP Financial Measures

We use non-GAAP financial measures, such as Adjusted

EBITDA and Store Contribution, to supplement financial information presented in accordance with GAAP. We believe that excluding certain

items from our GAAP results allows management to better understand our consolidated financial performance, in the case of Adjusted EBITDA,

and the direct performance of our stores, in the case of Store Contribution, from period to period, and better project our future consolidated

financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures.

Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating

results by facilitating an enhanced understanding of our performance and enabling them to make more meaningful period to period comparisons.

There are limitations to the use of the non-GAAP financial measures presented herein. For example, our non-GAAP financial measures may

not be comparable to similarly titled measures of other companies. Additionally, Store Contribution excludes costs that we incur on an

enterprise level that while essential in supporting our store operations, are not directly related to store operations, and that we believe

result in efficiencies of scale and confer other benefits across our business. Other companies, including companies in our industry, may

calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

A reconciliation of our guidance contained in

this press release of Adjusted EBITDA to the most directly comparable GAAP financial measure cannot be provided without unreasonable efforts

and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such

reconciliations, including but not limited to, uncertainty related to the timing, amount, and structure of stock-based compensation awards,

as well as potential forfeitures of such awards, all of which could materially impact the Company’s estimates of forward-looking

GAAP net income. These items are inherently difficult to predict, subject to significant variability, and dependent on factors that may

be outside of the Company’s control.

See “Definitions” for additional information

about our non-GAAP financial measures and “Non-GAAP Reconciling Information” for a reconciliation for each non-GAAP financial

measure to the most directly comparable GAAP financial measure.

Definitions

· We define the same-store base for a given period

as all owned or leased stores that were open for the entirety of that period in both the current and prior years. This measure highlights

the performance of existing stores, while excluding the impact of new store openings and closures as well as acquisitions and divestitures.

· We define gross profit as sales less cost of goods sold (exclusive of depreciation

and amortization).

· Store Contribution represents, as applicable

for the period, income (loss) from operations before depreciation, amortization and accretion, loss (gain) on disposal of assets, long-lived

asset impairment, acquisition financing, integration, and stock-based compensation expense, and overhead expenses directly attributed

to support staff and corporate offices that, while essential in supporting our store operations, are not directly related to store operations.

· Adjusted EBITDA represents, as applicable for

the period, net income (loss) before change in fair value of derivative liability, interest expense, income tax expense, depreciation,

amortization, and accretion, and further adjusted by excluding the loss (gain) on disposal of assets, long-lived asset impairment, acquisition,

financing, and integration costs, and stock-based compensation expense.

Presentation of Financial Information

As a result of Yesway’s initial public offering

in April 2026, Yesway now consolidates the results of BW Ultimate Parent, LLC, for financial reporting purposes. All of Yesway’s

business operations are currently, and have historically been, conducted through BW Ultimate Parent, LLC and its subsidiaries. Periods

prior to Yesway’s initial public offering reflect the results of BW Ultimate Parent, LLC.

Cautionary Note Regarding Forward-looking Statements

Some information in this press release contains

forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts

contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial

position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding

the expected timing of the sale of our Iowa and Kansas stores, 2026 guidance, including with respect to same-store sales growth, Adjusted

EBITDA, capital expenditures and new store openings, expected growth and future capital expenditures, are forward-looking statements.

In some cases, you can identify forward-looking statements by terms, such as “may,” “will,” “would,”

“should,” “expects,” “plans,” “anticipates,” “could,” “intends,”

“targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,”

“potential,” or “continue,” or the negative of these terms or other similar expressions. Accordingly, we caution

you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties

that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable

as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking

statements.

There are or will be important factors that could

cause actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the

following: volatility in the global prices and availability of oil and petroleum products and general economic conditions, including interest

rates; our ability to maintain an adequate pipeline of suitable locations for new stores; our ability to successfully implement our rapid

growth strategy; risks associated with new store development; our ability to successfully recruit, hire, and retain qualified personnel;

our dependence upon market acceptance by consumers and our failure to offer products that meet our existing customers’ taste and

attract new customers; changes to wage regulations and other employment and labor laws; changes in demand for fuel-based modes of transportation

and advancements in technologies, such as hybrid and electric vehicles, that significantly reduce fuel consumption related to the public’s

current general approach with regard to climate change and the effects of greenhouse gas emissions, among others; our dependence on a

limited number of suppliers for the majority of our gross fuel purchases and merchandise; operational hazards and risks normally associated

with marketing of petroleum products; hazards and risks relating to the physical effects of weather and climate change; changes to tobacco

legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco and nicotine

products taxes and wholesale cost increases of tobacco and nicotine products; the significant influence that Brookwood Financial Partners,

LLC continues to have over us, including control over decisions that require the approval of stockholders; and the other important factors

discussed under “Risk Factors” in our final prospectus dated April 21, 2026, as filed with the SEC on April 23,

2026 pursuant to Rule 424(b) under the Securities Act of 1933 (the “Prospectus”) and in our other filings with the SEC.

The foregoing factors should not be construed

as exhaustive and should be read together with the other cautionary statements included in this press release. If one or more events related

to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ

materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control

or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks

only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update

or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Investor Contact:

IR@yesway.com

Media Contact:

Erin Vadala

evadala@boltpr.com

Yesway, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

(dollars

in thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues (a)

$ 920,774

$ 677,673

$ 1,604,404

$ 1,277,991

Expenses:

Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a)

743,473

528,170

1,272,688

1,008,622

Salaries and employee benefits

55,617

50,032

105,329

99,128

Selling, general, and administrative expenses

56,812

48,496

103,169

94,294

Depreciation, amortization, and accretion

16,621

15,690

32,609

31,207

Loss (gain) on disposal of assets

507

(1,446 )

421

(2,191 )

Total operating expenses

873,030

640,942

1,514,216

1,231,060

Income from operations

47,744

36,731

90,188

46,931

Other expense (income):

Interest expense, net

11,893

14,516

24,101

29,050

Change in fair value of derivative liability

—

(2,100 )

—

(800 )

Total other expense, net

11,893

12,416

24,101

28,250

Income before income tax expense

35,851

24,315

66,087

18,681

Income tax expense

6,197

158

6,197

158

Net income

29,654

24,157

59,890

18,523

Net income attributable to non-controlling interest

13,363

—

13,363

—

Net income attributable to Yesway, Inc. and subsidiaries

$ 16,291

$ 24,157

$ 46,527

$ 18,523

(a) Includes excise taxes of approximately:

$ 66,309

$ 60,742

$ 125,283

$ 115,059

Period from April 23, 2026, to June 30, 2026

Earnings per share of Class A common stock:

Basic

$ 0.21

Diluted

$ 0.21

Weighted-average shares of Class A common stock:

Basic

31,063,822

Diluted

31,236,787

Yesway, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(dollars

in thousands)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

81,608

36,592

Accounts receivable, net of allowance for credit losses of $138 and $147 as of June 30, 2026, and December 31, 2025, respectively

35,465

24,538

Inventories

89,380

83,171

Prepaid expenses

4,821

6,158

Other current assets

21,630

13,235

Total current assets

232,904

163,694

Property and equipment, net

868,189

868,559

Intangible assets

280,956

280,946

Goodwill

277,996

Operating lease right-of-use assets, net

342,457

332,655

Finance lease right-of-use assets, net

1,874

1,931

Assets held for sale

16,715

16,501

Deferred tax assets

35,439

—

Other assets

9,933

6,892

Total assets

2,066,463

1,949,174

Liabilities, redeemable senior preferred membership interests, and stockholders'/members’ equity

Current liabilities:

Current maturities of debt

4,100

Current maturities of financing obligations

2,097

2,034

Current maturities of operating lease liabilities

5,745

5,417

Current maturities of finance lease liabilities

Due to affiliates

Accounts payable

97,845

72,964

Accrued expenses and other current liabilities

47,000

49,072

Total current liabilities

156,927

133,701

Debt, net of current maturities, debt discount, and debt issuance costs

388,173

428,211

Financing obligations, net of current maturities, debt discount, and debt issuance costs

221,819

222,851

Operating lease liabilities, net of current maturities

328,173

316,451

Finance lease liabilities, net of current maturities

2,144

2,180

Asset retirement obligations

10,457

10,096

Liabilities held for sale

1,422

Tax receivable agreement liability

92,263

—

Other noncurrent liabilities

10,370

11,465

Total liabilities

1,211,748

1,126,377

Commitments and contingencies

Redeemable senior preferred membership interests (0 and 150,000 shares authorized and outstanding, redemption value of $0 and $239,628 and liquidation preference amount of $0 and $239,628 as of June 30, 2026, and December 31, 2025, respectively)

—

239,628

Stockholders'/members' equity

Members' equity

—

582,070

Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 31,185,561 issued and outstanding

—

Class B common stock, $0.0001 par value, 150,000,000 shares authorized, 32,009,185 issued and outstanding

—

Additional paid-in capital

387,226

—

Retained earnings

6,574

—

Total stockholders' equity attributable to Yesway, Inc./members' equity

393,806

582,070

Non-controlling interests

460,909

1,099

Total stockholders'/members’ equity

854,715

583,169

Total liabilities, senior preferred membership interests, stockholders' equity/members’ equity

2,066,463

1,949,174

Yesway, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(dollars

in thousands)

Six months ended June 30,

2026

2025

Cash flows from operating activities

Net income

59,890

18,523

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization, accretion expense

32,609

31,208

Amortization of right-of-use assets

5,749

4,167

Amortization of deferred financing cost

2,196

2,063

Allowance for credit losses

Loss (gain) on disposal of assets

421

(2,191)

Equity-based compensation

4,708

—

Deferred income tax

6,190

—

Change in fair value of derivative liability

—

(800)

Changes in operating assets and liabilities, net

Accounts receivables

(10,936)

(6,019)

Inventories

(6,209)

375

Prepaid expenses

1,338

1,347

Other current assets - BTS

(7,021)

1,146

Other current assets - Other

(1,374)

(452)

Account payable - Fuel

24,649

(1,541)

Account payable - Other

(729)

Accrued expenses and other current liabilities

(3,603)

3,534

Lease liabilities

(2,642)

(2,127)

Other noncurrent liabilities

(1,094)

699

Due to/(from) affiliates

Net cash provided by operating activities

104,925

49,232

Cash flows from investing activities

Purchase of property and equipment

(35,133)

(48,149)

Acquisition of intangible assets

(10)

(1,354)

Proceeds from sale of assets

618

4,020

Other investing activities

(2,593)

(262)

Net cash used in investing activities

(37,118)

(45,745)

Cash flows from financing activities

Proceeds from revolver

—

15,000

Repayment of revolver

(40,000)

(15,000)

Repayment of borrowings from term loan

(2,050)

Cash paid for debt issuance costs

(110)

(599)

Proceeds from financing obligation

2,489

2,868

Repayment of financing obligation with lessors

(1,042)

(982)

Repayment of financing leases

(34)

(32)

Proceeds from issuance of common stock

301,070

—

Cash paid for IPO issuance costs

(7,338)

—

Distributions to redeemable senior preferred membership interests

(252,266)

(579)

Distributions to members

(23,510)

(6,191)

Distributions to noncontrolling interests

—

(26)

Net cash used in financing activities

(22,791)

(7,591)

Increase (decrease) in cash and cash equivalents

45,016

(4,104)

Cash and cash equivalents, beginning of period

36,592

32,720

Cash and cash equivalents, end of period

81,608

28,616

Non-GAAP Reconciling Information

The following table contains a reconciliation

of net income to Adjusted EBITDA for the three and six months ended June 30, 2026, and 2025, respectively:

Yesway, Inc. and Subsidiaries

Reconciliation of Net Income to Adjusted EBITDA

(dollars

in millions)

Three Months Ended

Six Months Ended

June 30,

(in millions)

2026

2025

2026

2025

Net income

$ 29.7

$ 24.2

$ 59.9

$ 18.5

Change in fair value of derivative liability

—

(2.1 )

—

(0.8 )

Interest expense, net

11.9

14.5

24.1

29.1

Income tax expense

6.1

0.1

6.1

0.1

Income from operations

47.7

36.7

90.1

46.9

Depreciation, amortization, and accretion

16.6

15.7

32.6

31.2

Loss (gain) on disposal of assets

0.5

(1.4 )

0.4

(2.1 )

Acquisition, financing, and integration costs

1.4

1.5

2.3

4.3

Equity-based compensation

4.7

—

4.7

—

Adjusted EBITDA

$ 70.9

$ 52.5

$ 130.1

$ 80.2

The following table contains a reconciliation

of income from operations to Store Contribution for the three and six months ended June 30, 2026, and 2025, respectively:

Yesway, Inc. and Subsidiaries

Reconciliation of Income from Operations to

Store Contribution

(dollars

in millions)

Three Months Ended

Six Months Ended

June 30,

(in millions)

2026

2025

2026

2025

Income from operations

$ 47.7

$ 36.7

$ 90.2

$ 46.9

Depreciation, amortization, and accretion

16.6

15.7

32.6

31.2

Loss (gain) on disposal of assets

0.5

(1.4 )

0.4

(2.2 )

Overhead expenses:

Salaries and benefits

11.1

10.7

21.9

21.5

Facility expense

0.3

0.2

0.6

0.5

Professional services

1.8

1.9

3.5

3.4

Marketing and advertising

0.9

1.8

Computer software and hardware

0.9

0.6

1.4

1.3

Office supplies

—

0.1

—

Repairs and maintenance

0.3

0.2

0.6

0.3

Meetings and travel

1.0

0.3

1.5

0.8

Insurance

0.4

0.2

0.6

0.5

Acquisition, financing, and integration costs

1.4

1.5

2.3

4.3

Other expense

0.1

0.2

0.1

0.6

Equity-based compensation

4.7

—

4.7

—

Total overhead expenses

22.9

16.7

39.1

35.0

Store Contribution (1)

$ 87.7

$ 67.7

$ 162.3

$ 110.9

(1) Store

Contribution generated by the 29 stores in Iowa and Kansas was $0.5 million and $0.6

million in the three months ended June 30, 2026, and June 30, 2025, respectively, and

$0.6 million in each of the six months ended June 30, 2026, and June 30, 2025,

respectively.

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