Yesway Inc-A美股招股说明书(2026-04-23版)

This is an initial public offering of shares of ClassA common stock of Yesway, Inc. We are selling 14,000,000 shares of ClassA common stock.Prior to this offering, there has been no public market for the ClassA common stock. We have been approved to list our ClassA common stock on the NasdaqStock Market under the symbol “YSWY.” We will have two classes of common stock outstanding after this offering: ClassA common stock and ClassB common stock. Each share of our ClassAcommon stock and each share of our ClassB common stock entitles the holder to one vote per share on all matters presented to our stockholders generally.Immediately following the consummation of this offering, all of the outstanding shares of our ClassB common stock will be held by the Continuing EquityOwners (as defined below), which will represent in the aggregate approximately 52.4% of the voting power of our outstanding common stock after thisoffering (or approximately 50.7% if the underwriters exercise in full their option to purchase additional shares). We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLCInterests (as defined below) we acquire directly from BW Ultimate Parent, LLC, and indirectly from the Blocker Shareholders (as defined below), with theproceeds from this offering, collectively representing an aggregate 47.6% economic interest in BW Ultimate Parent, LLC. Of the remaining 52.4% economicinterest in BW Ultimate Parent, LLC, 2.0% will be owned by the Continuing Equity Owners (excluding Brookwood) through their ownership of LLC Interestsand50.4% will be owned by Brookwood, our majority owner through their ownership of LLC Interests. Following this offering, Brookwood will continue to beable to control all of our major corporate decisions. Yesway, Inc. will be the sole managing member of BW Ultimate Parent, LLC. We will operate and control all of the business and affairs of BW UltimateParent, LLC and its direct and indirect subsidiaries and, through BW Ultimate Parent, LLC and its direct and indirect subsidiaries, conduct our business. After the consummation of the Transactions (as defined below), including this offering, we will be considered a “controlled company” within the meaning ofthe rules of the Nasdaq Stock Market as Brookwood, our sponsor, will have more than 50% of the voting power for the election of our directors. See “OurOrganizational Structure” and “Management—Controlled Company Exception.” Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page29to read about factors you shouldconsider before buying shares of our ClassA common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracyor adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting (Conflicts of Interest).” At our request, the underwriters have reserved up to 5% of the shares offered by this prospectus for sale at the initial public offering price through a directedshare program. See “Underwriting (Conflicts of Interest)—Directed Share Program.” The underwriters have the option to purchase up to an additional 2,100,000 shares of ClassA common stock from us at the initial price to public less theunderwriting discounts within 30days of the date of this prospectus solely to cover over-allotments, if any. The underwriters expect to deliver the shares of ClassA common stock against payment in New York, New York on April 23, 2026. Morgan StanleyBarclaysGuggenheim Securities Goldman Sachs & Co. LLCKeyBanc Capital MarketsRaymond James TABLE OF CONTENTS TABLE OF CONTENTS You should rely only on the information contained in this prospectus and any free writing prospectusprepared by or on behalf of us or to which we have referred you. No dealer, salesperson or other person isauthorized to give any information or to represent anything not contained in this prospectus or in any freewriting prospectus that we file with the Securities and Exchange Commission. We and the underwriters havenot authorized anyone to provide any information or to make any representations other than those containedin this prospectus or in any related free writing prospectuses. We and the underwriters take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you.You must not rely on any unauthorized information or representations. This prospectus is an offer to sellonly the shares offered by this prospectus, but only under circumstances and in jurisdictions where it islawful to do so. The information contained in this prospectus is current only as of its date regardless of thetime of delivery of this prospectus or of any sale of o