Filed Pursuant to Rule 424(b)(4)​

 Registration Nos. 333-294679 and 333-295225​

14,000,000 Shares

Yesway, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Yesway, Inc. We are selling 14,000,000 shares of Class A common stock.

Prior to this offering, there has been no public market for the Class A common stock. We have been approved to list our Class A common stock on the Nasdaq Stock Market under the symbol “YSWY.”

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of our Class A common stock and each share of our Class B 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 Class B common stock will be held by the Continuing Equity Owners (as defined below), which will represent in the aggregate approximately 52.4% of the voting power of our outstanding common stock after this offering (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 LLC Interests (as defined below) we acquire directly from BW Ultimate Parent, LLC, and indirectly from the Blocker Shareholders (as defined below), with the proceeds from this offering, collectively representing an aggregate 47.6% economic interest in BW Ultimate Parent, LLC. Of the remaining 52.4% economic interest in BW Ultimate Parent, LLC, 2.0% will be owned by the Continuing Equity Owners (excluding Brookwood) through their ownership of LLC Interests and 50.4% will be owned by Brookwood, our majority owner through their ownership of LLC Interests. Following this offering, Brookwood will continue to be able 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 Ultimate Parent, 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 of the 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 “Our Organizational Structure” and “Management—Controlled Company Exception.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 29 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or 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 directed share 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 Class A common stock from us at the initial price to public less the underwriting discounts within 30 days of the date of this prospectus solely to cover over-allotments, if any.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on April 23, 2026.

Morgan StanleyJ.P. Morgan Goldman Sachs & Co. LLC

Barclays         BMO Capital MarketsKeyBanc Capital Markets

Guggenheim SecuritiesRaymond James

Prospectus dated April 21, 2026.

 

TABLE OF CONTENTS

​	BASIS OF PRESENTATION	​	​	​	​	ii	​	​
​	TRADEMARKS	​	​	​	​	v	​	​
​	MARKET AND INDUSTRY DATA	​	​	​	​	v	​	​
​	PROSPECTUS SUMMARY	​	​	​	​	1	​	​
​	RISK FACTORS	​	​	​	​	29	​	​
​	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	​	​	​	59	​	​
​	OUR ORGANIZATIONAL STRUCTURE	​	​	​	​	60	​	​
​	USE OF PROCEEDS	​	​	​	​	64	​	​
​	CAPITALIZATION	​	​	​	​	65	​	​
​	DIVIDEND POLICY	​	​	​	​	67	​	​
​	DILUTION	​	​	​	​	68	​	​
​	UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	​	​	​	​	70	​	​
​	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	​	​	​	80	​	​
​	BUSINESS	​	​	​	​	101	​	​
​	MANAGEMENT	​	​	​	​	121	​	​

​	EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	​	​	​	​	128	​	​
​	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	​	​	​	143	​	​
​	PRINCIPAL STOCKHOLDERS	​	​	​	​	154	​	​
​	DESCRIPTION OF CAPITAL STOCK	​	​	​	​	157	​	​
​	DESCRIPTION OF INDEBTEDNESS	​	​	​	​	164	​	​
​	SHARES ELIGIBLE FOR FUTURE SALE	​	​	​	​	167	​	​
​	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS OF CLASS A COMMON STOCK	​	​	​	​	169	​	​
​	UNDERWRITING (CONFLICTS OF INTEREST)	​	​	​	​	173	​	​
​	LEGAL MATTERS	​	​	​	​	185	​	​
​	EXPERTS	​	​	​	​	185	​	​
​	WHERE YOU CAN FIND MORE INFORMATION	​	​	​	​	185	​	​
​	INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	​	​	​	​	F-1	​	​

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus that we file with the Securities and Exchange Commission. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses. We and the underwriters take no responsibility for, 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 sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including May 16, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter, and with respect to an unsold allotment or subscription.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting (Conflicts of Interest).”

 

i

 

BASIS OF PRESENTATION

Organizational Structure

In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom, to which we refer collectively as the “Transactions.”

See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

Certain Definitions

As used in this prospectus, unless the context otherwise requires:

•

“we,” “us,” “our,” the “Company,” “Yesway,” and similar references refer: (1) following the consummation of the Transactions, including this offering, to Yesway, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Parent (as defined below); and (2) prior to the completion of the Transactions, including this offering, to Parent and, unless otherwise stated, all of its direct and indirect subsidiaries.

​

•

“Allsup’s” refers to Allsup’s Convenience Stores, which we acquired in November 2019.

​

•

“Blocker Companies” refers to entities affiliated with Brookwood that are owners of LLC Interests in Parent prior to the Transactions and are taxable as corporations for U.S. federal income tax purposes.

​

•

“Blocker Shareholders” refers to entities affiliated with Brookwood, which entities are also the owners of the Blocker Companies prior to the Transactions, who will exchange their interests in the Blocker Companies for shares of our Class A common stock and rights under the Tax Receivable Agreement in connection with the consummation of the Transactions.

​

•

“Brookwood” refers to our sponsor Brookwood Financial Partners, LLC, a Delaware limited liability company, certain funds affiliated with Brookwood Financial Partners, LLC and other entities over which Brookwood Financial Partners, LLC has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).

​

•

“Continuing Equity Owners” refers collectively to holders of LLC Interests and our Class B common stock immediately following consummation of the Transactions (which include Brookwood and each of our executive officers, and their respective permitted transferees) who may, following the consummation of this offering, exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (as determined solely by a majority of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), cash or newly issued shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions.”

​

•

“Credit Facility” refers to the $410.0 million Term Loan Facility and the $150.0 million Revolving Credit Facility under the Credit Agreement (as defined herein).

​

•

“Final Payment” refers to our expected payment of $18.4 million to certain Continuing Equity Owners in connection with this offering to satisfy certain contractual obligations of such entities.

​

•

“LLC Interests” refers to the common units of Parent, including those that we purchase with a portion of the net proceeds from this offering.

​

•

“Parent” refers to BW Ultimate Parent, LLC.

​

•

“Parent LLC Agreement” refers to Parent’s fourth amended and restated limited liability company agreement, which will become effective on, or prior to, the consummation of this offering.

​

 

ii

 

•

“Redeemable Senior Preferred Membership Interests” refers to the 150,000 redeemable, non-convertible, non-exchangeable senior preferred membership interests in Parent issued and sold by Parent to certain purchasers in December 2022 at a price of $980.00 per interest for gross proceeds of $147.0 million.

​

Yesway, Inc. will be a holding company and the sole managing member of Parent, and upon consummation of the Transactions, its principal asset will consist of LLC Interests.

Presentation of Financial Information

Parent is the accounting predecessor of the issuer, Yesway, Inc., for financial reporting purposes. Yesway, Inc. will be the financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

•

Yesway, Inc.—Yesway, Inc. has no material transactions or activities to date, as reflected in the historical financial information of Yesway, Inc. included in this prospectus.

​

•

Parent—Because Yesway, Inc. will have no interest in any operations, other than those of Parent and its subsidiaries, the historical consolidated financial information included in this prospectus is that of Parent and its subsidiaries.

​

Except as noted in this prospectus, the unaudited pro forma financial information of Yesway, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Parent and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our Organizational Structure,” including the consummation of this offering, as if all such transactions had occurred on January 1, 2025 in the case of the unaudited pro forma condensed consolidated statements of income data, and as of December 31, 2025, in the case of the unaudited pro forma condensed consolidated balance sheet data. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Key Terms and Performance Indicators Used in this Prospectus; Non-GAAP Financial Measures

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. These key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess the Performance of Our Business.” We define these terms as follows:

•

“store count” represents the number of stores we operated at the end of a given period;

​

•

“fuel gallons sold by type” represents the total number of gallons sold of diesel fuel and of gasoline fuel in a given period;

​

•

“fuel sales less cost of goods sold (exclusive of depreciation and amortization)” represents the fuel sales in a given period less the cost of goods sold (exclusive of depreciation and amortization) for fuel during the same period;

​

•

“fuel margin” represents the fuel sales less cost of goods sold (exclusive of depreciation and amortization) divided by the fuel gallons sold by type, expressed as cents per gallon (“cpg”);

​

•

“inside merchandise sales” represent the sales of general merchandise and foodservice;

​

•

“inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization)” represents inside merchandise sales in a given period less the direct cost of goods sold (exclusive of depreciation and amortization) for merchandise and foodservice during the same period;

​

 

iii

 

•

“inside merchandise margin” represents the inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization) as a percent of total inside merchandise sales;

​

•

“same-store sales” represent the total sales in a given category for our stores open during the full time of the periods being presented;

​

•

“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; and

​

•

“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. The excluded overhead expenses include:

​

•

salaries and benefits: the costs associated with corporate officers, senior management and back office staff;

​

•

facility expenses: all costs associated with maintaining corporate offices, including rent, real estate taxes, utilities and telecommunications;

​

•

professional services: audit, accounting, and consulting service fees, third party legal fees, payroll processing fees for corporate payroll, and recruiting fees for corporate staff;

​

•

marketing and advertising costs: retainers and fees for public relations and advertising firms related to overall Company brand and marketing that is not directly related to a store;

​

•

computer software and hardware: software and hardware costs associated with corporate officers, senior management and back office staff;

​

•

supplies costs: costs for office supplies for corporate staff;

​

•

repairs and maintenance costs: costs related to supplies and equipment for corporate employees and corporate offices;

​

•

meetings and travel expenses: expenses associated with travel by corporate personnel and corporate meetings, trainings, and events;

​

•

insurance costs: costs associated with maintaining insurance policies related to corporate offices and staff; in contrast, individual stores are separately allocated insurance expenses for applicable premiums; and

​

•

other income and expenses: costs related primarily to bank fees, equipment rental, membership dues for retail/fuel associations and charitable contributions.

​

We use non-GAAP financial measures, such as Adjusted EBITDA and Store Contribution, to supplement financial information presented in accordance with generally accepted accounting principles in the United States, or 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 in this prospectus. 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. As a result of the exclusion of these enterprise-level expenses from our presentation of Store Contribution, our presentation of

 

iv

 

Store Contribution is not, and should not be construed as, indicative of our overall results. 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. See “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

TRADEMARKS

This prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ®, ™, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position, and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources, and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, including trade associations and government agencies, and data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

v

 

1

 

​

2

 

3

 

4

 

5

 

6

 

7

 

8

 

​	​	​	Average Self-Funded New-to- Industry Stores	​	​	Average Legacy Store	​	​	Change	​
Store Size	​	​	5,800 square feet	​	​	3,400 square feet	​	​	1.7x	​
Lot Size	​	​	3.7 acres	​	​	1.1 acres	​	​	3.4x	​
Fuel Dispensers	​	​	27	​	​	10	​	​	2.7x	​
Diesel Share of Total Gallons Sold	​	​	42%	​	​	29%	​	​	1.4x	​
Annual Gallons Sold	​	​	3.1 million	​	​	1.0 million	​	​	3.1x	​
Annual Inside Sales	​	​	$3.1 million	​	​	$1.7 million	​	​	1.8x	​
Annual Store Contribution	​	​	$1.4 million	​	​	$0.4 million	​	​	3.2x	​

9

 

10

 

​

​

​

Quarter Ended March 31, 2025

​

​

Quarter Ended March 31, 2026

​

(in millions, except for percentages and fuel margin in cpg)

​

​

Low

​

​

High

​

Total fuel gallons sold

​

​

​

​

134.4

​

​

​

​

​

144.2

​

​

​

​

​

145.8

​

​

Fuel sales

​

​

​

$

400.2

​

​

​

​

$

461.8

​

​

​

​

$

466.4

​

​

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

​

​

​

$

48.2

​

​

​

​

$

70.4

​

​

​

​

$

72.4

​

​

Fuel margin

​

​

​

​

35.9

​

​

​

​

​

48.8

​

​

​

​

​

49.7

​

​

Inside merchandise sales

​

​

​

$

195.1

​

​

​

​

$

212.5

​

​

​

​

$

214.6

​

​

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

​

​

​

$

66.6

​

​

​

​

$

76.2

​

​

​

​

$

77.9

​

​

Inside merchandise margin

​

​

​

​

34.2%

​

​

​

​

​

35.9%

​

​

​

​

​

36.3%

​

​

Income from operations

​

​

​

$

10.2

​

​

​

​

$

35.3

​

​

​

​

$

43.3

​

​

Net income (loss)

​

​

​

$

(5.6)

​

​

​

​

$

23.2

​

​

​

​

$

30.9

​

​

Same-store fuel gallons sold

​

​

​

​

(1.9)%

​

​

​

​

​

0.1%

​

​

​

​

​

0.3%

​

​

Same-store inside merchandise sales

​

​

​

​

0.4%

​

​

​

​

​

4.4%

​

​

​

​

​

4.6%

​

​

11

 

(in millions)	​	​	March 31, 2026				​
Cash and cash equivalents(1)	​	​	​	$	56.5	​	​
Credit Facility	​	​	​	​	430.5	​	​
Financing obligations	​	​	​	​	225.1	​	​
Finance lease liabilities	​	​	​	​	2.2	​	​
Total debt, including financing obligations and finance lease liabilities	​	​	​	$	657.8	​	​

​

12

 

​

​

​

Quarter Ended March 31, 2025

​

​

Quarter Ended March 31, 2026

​

(in millions)

​

​

Low

​

​

High

​

Adjusted EBITDA(1)

​

​

​

$

27.8

​

​

​

​

$

51.9

​

​

​

​

$

60.4

​

​

Store Contribution(2)

​

​

​

$

43.2

​

​

​

​

$

64.9

​

​

​

​

$

74.9

​

​

​

​

​

Quarter Ended March 31, 2025

​

​

Quarter Ended March 31, 2026

​

(in millions)

​

​

Low

​

​

High

​

Net income (loss)

​

​

​

$

(5.6)

​

​

​

​

$

23.2

​

​

​

​

$

30.9

​

​

Change in fair value of derivative liability

​

​

​

​

1.3

​

​

​

​

​

0.0

​

​

​

​

​

0.0

​

​

Interest expense

​

​

​

​

14.5

​

​

​

​

​

12.1

​

​

​

​

​

12.5

​

​

Income from operations

​

​

​

​

10.2

​

​

​

​

​

35.3

​

​

​

​

​

43.3

​

​

Depreciation, amortization, and accretion

​

​

​

​

15.5

​

​

​

​

​

15.8

​

​

​

​

​

16.3

​

​

(Gain) loss on disposal of assets

​

​

​

​

(0.7)

​

​

​

​

​

(0.1)

​

​

​

​

​

(0.1)

​

​

Total acquisition, financing, and integration costs

​

​

​

​

2.8

​

​

​

​

​

0.9

​

​

​

​

​

0.9

​

​

Adjusted EBITDA

​

​

​

​

27.8

​

​

​

​

​

51.9

​

​

​

​

​

60.4

​

​

Income from operations

​

​

​

​

10.2

​

​

​

​

​

35.3

​

​

​

​

​

43.3

​

​

Depreciation, amortization, and accretion

​

​

​

​

15.5

​

​

​

​

​

15.8

​

​

​

​

​

16.3

​

​

(Gain) loss on disposal of assets

​

​

​

​

(0.7)

​

​

​

​

​

(0.1)

​

​

​

​

​

(0.1)

​

​

Total acquisition, financing, and integration costs

​

​

​

​

2.8

​

​

​

​

​

0.9

​

​

​

​

​

0.9

​

​

Total overhead expenses

​

​

​

​

15.4

​

​

​

​

​

13.0

​

​

​

​

​

14.5

​

​

Store Contribution

​

​

​

​

43.2

​

​

​

​

​

64.9

​

​

​

​

​

74.9

​

​

13

 

​

14

 

​

15

 

16

 

17

 

18

 

19

 

20

 

21

 

22

 

​

23

 

​

​

​

Yesway, Inc. Pro Forma

​

​

Parent Historical

​

​

​

​

Year Ended December 31, 2025

​

​

Year Ended December 31,

​

(in millions, except share and per share data)

​

​

2025

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consolidated Statements of Income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenues

​

​

​

$

2,672.6

​

​

​

​

$

2,672.6

​

​

​

​

$

2,526.4

​

​

​

​

$

2,534.2

​

​

​

​

$

2,343.1

​

​

Expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

2,091.5

​

​

​

​

​

2,091.5

​

​

​

​

​

2,015.9

​

​

​

​

​

2,053.1

​

​

​

​

​

1,919.0

​

​

Salaries and employee benefits

​

​

​

​

222.4

​

​

​

​

​

200.9

​

​

​

​

​

189.1

​

​

​

​

​

178.5

​

​

​

​

​

156.7

​

​

Selling, general and administrative expenses

​

​

​

​

204.3

​

​

​

​

​

203.7

​

​

​

​

​

177.7

​

​

​

​

​

165.2

​

​

​

​

​

133.3

​

​

Depreciation, amortization and accretion

​

​

​

​

61.9

​

​

​

​

​

61.9

​

​

​

​

​

59.4

​

​

​

​

​

58.4

​

​

​

​

​

43.4

​

​

(Gain) loss on disposal of assets

​

​

​

​

(2.6)

​

​

​

​

​

(2.6)

​

​

​

​

​

1.4

​

​

​

​

​

(32.1)

​

​

​

​

​

0.5

​

​

Goodwill impairment

​

​

​

​

1.4

​

​

​

​

​

1.4

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Long-lived asset impairment

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6.2

​

​

​

​

​

19.7

​

​

​

​

​

—

​

​

Total operating expenses

​

​

​

​

2,578.9

​

​

​

​

​

2,556.8

​

​

​

​

​

2,449.7

​

​

​

​

​

2,442.8

​

​

​

​

​

2,252.9

​

​

Income from operations

​

​

​

​

93.7

​

​

​

​

​

115.8

​

​

​

​

​

76.7

​

​

​

​

​

91.4

​

​

​

​

​

90.2

​

​

Interest expense

​

​

​

​

57.2

​

​

​

​

​

57.2

​

​

​

​

​

62.1

​

​

​

​

​

56.2

​

​

​

​

​

39.4

​

​

24

 

​

​

​

Yesway, Inc. Pro Forma

​

​

Parent Historical

​

​

​

​

Year Ended December 31, 2025

​

​

Year Ended December 31,

​

(in millions, except share and per share data)

​

​

2025

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Impairment on equity investment

​

​

​

​

5.3

​

​

​

​

​

5.3

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Change in fair value of derivative liability

​

​

​

​

—

​

​

​

​

​

(0.9)

​

​

​

​

​

(9.1)

​

​

​

​

​

(3.6)

​

​

​

​

​

—

​

​

Income before income tax expense

​

​

​

​

31.2

​

​

​

​

​

54.2

​

​

​

​

​

23.7

​

​

​

​

​

38.8

​

​

​

​

​

50.8

​

​

Income tax expense

​

​

​

​

3.4

​

​

​

​

​

0.2

​

​

​

​

​

0.1

​

​

​

​

​

0.1

​

​

​

​

​

—

​

​

Net income

​

​

​

​

27.8

​

​

​

​

​

54.0

​

​

​

​

​

23.6

​

​

​

​

​

38.7

​

​

​

​

​

50.8

​

​

Net income attributable to non-controlling interest

​

​

​

​

16.5

​

​

​

​

​

0.0

​

​

​

​

​

0.2

​

​

​

​

​

0.1

​

​

​

​

​

—

​

​

Net income attributable to Yesway, Inc./Parent

​

​

​

$

11.3

​

​

​

​

$

54.0

​

​

​

​

$

23.4

​

​

​

​

$

38.6

​

​

​

​

$

50.8

​

​

Pro Forma Net Income per Share Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma weighted average shares of Class A common stock outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

29,085,561

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Diluted

​

​

​

​

29,085,561

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma net income available to Class A common stock per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

0.39

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Diluted

​

​

​

$

0.39

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Parent Historical

​

(in millions, except store count, and inside merchandise margin and fuel margin in cpg)

​

​

Year Ended December 31,

​

​

2025

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(unaudited)

​

​

​

​

​

​

​

Selected Other Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total store count (end of period)(1)

​

​

​

​

448

​

​

​

​

​

440

​

​

​

​

​

428

​

​

​

​

​

425

​

​

Fuel gallons sold by type(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Diesel

​

​

​

​

211.8

​

​

​

​

​

182.0

​

​

​

​

​

162.5

​

​

​

​

​

126.6

​

​

Gasoline

​

​

​

​

383.5

​

​

​

​

​

357.2

​

​

​

​

​

340.6

​

​

​

​

​

288.9

​

​

Total fuel gallons sold by type

​

​

​

​

595.3

​

​

​

​

​

539.2

​

​

​

​

​

503.1

​

​

​

​

​

415.5

​

​

Fuel sales(1)

​

​

​

$

1,757.5

​

​

​

​

$

1,673.3

​

​

​

​

$

1,718.5

​

​

​

​

$

1,630.3

​

​

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

​

​

​

$

241.8

​

​

​

​

$

207.8

​

​

​

​

$

201.9

​

​

​

​

$

182.9

​

​

Fuel margin by type(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gasoline

​

​

​

​

39.2

​

​

​

​

​

36.4

​

​

​

​

​

36.6

​

​

​

​

​

39.6

​

​

Diesel

​

​

​

​

43.1

​

​

​

​

​

42.8

​

​

​

​

​

47.6

​

​

​

​

​

54.1

​

​

Inside merchandise sales(1)

​

​

​

$

888.7

​

​

​

​

$

829.3

​

​

​

​

$

790.2

​

​

​

​

$

691.4

​

​

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

​

​

​

$

312.8

​

​

​

​

$

279.0

​

​

​

​

$

253.7

​

​

​

​

$

219.9

​

​

Inside merchandise margin(1)

​

​

​

​

35.2%

​

​

​

​

​

33.6%

​

​

​

​

​

32.1%

​

​

​

​

​

31.8%

​

​

25

 

​

​

​

Yesway, Inc. Pro Forma

​

​

Parent Historical

​

(in millions)

​

​

Year Ended December 31, 2025

​

​

Year Ended December 31,

​

​

2025

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(unaudited)

​

​

(unaudited)

​

​

​

​

​

​

​

Income from operations

​

​

​

$

93.7

​

​

​

​

$

115.8

​

​

​

​

$

76.7

​

​

​

​

$

91.4

​

​

​

​

$

90.2

​

​

Store Contribution(2)

​

​

​

$

248.6

​

​

​

​

$

248.6

​

​

​

​

$

208.4

​

​

​

​

$

209.0

​

​

​

​

$

194.0

​

​

Net income (loss)

​

​

​

$

27.8

​

​

​

​

$

54.0

​

​

​

​

$

23.6

​

​

​

​

$

38.7

​

​

​

​

$

50.8

​

​

Adjusted EBITDA(2)

​

​

​

$

186.9

​

​

​

​

$

186.9

​

​

​

​

$

149.3

​

​

​

​

$

148.3

​

​

​

​

$

141.0

​

​

​

​

​

Yesway, Inc. Pro Forma As of

​

​

Parent Historical As of

​

(in millions)

​

​

December 31, 2025

​

​

December 31, 2025

​

​

December 31, 2024

​

​

​

​

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

Consolidated Balance Sheets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

12.7

​

​

​

​

$

36.6

​

​

​

​

$

32.7

​

​

Total assets

​

​

​

$

1,973.7

​

​

​

​

$

1,949.2

​

​

​

​

$

1,866.4

​

​

Total liabilities

​

​

​

$

1,219.4

​

​

​

​

$

1,126.4

​

​

​

​

$

1,087.9

​

​

Total redeemable senior preferred membership interests

​

​

​

$

—

​

​

​

​

$

239.6

​

​

​

​

$

203.8

​

​

Total members’/stockholders’ equity

​

​

​

$

754.3

​

​

​

​

$

583.2

​

​

​

​

$

574.7

​

​

26

 

​

​

​

Yesway, Inc. Pro Forma

​

​

​

Parent Historical

​

​

​

​

Year Ended December 31, 2025

​

​

​

Year Ended December 31,

​

(in millions)

​

​

2025

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(unaudited)

​

​

​

(unaudited)

​

​

Net income

​

​

​

$

27.8

​

​

​

​

​

$

54.0

​

​

​

​

$

23.6

​

​

​

​

$

38.7

​

​

​

​

$

50.8

​

​

Change in fair value of derivative liability

​

​

​

​

—

​

​

​

​

​

​

(0.9)

​

​

​

​

​

(9.1)

​

​

​

​

​

(3.6)

​

​

​

​

​

—

​

​

Impairment on equity investment

​

​

​

​

5.3

​

​

​

​

​

​

5.3

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Interest expense

​

​

​

​

57.2

​

​

​

​

​

​

57.2

​

​

​

​

​

62.1

​

​

​

​

​

56.2

​

​

​

​

​

39.4

​

​

Income tax expense

​

​

​

​

3.4

​

​

​

​

​

​

0.2

​

​

​

​

​

0.1

​

​

​

​

​

0.1

​

​

​

​

​

—

​

​

Income from operations

​

​

​

​

93.7

​

​

​

​

​

​

115.8

​

​

​

​

​

76.7

​

​

​

​

​

91.4

​

​

​

​

​

90.2

​

​

Depreciation, amortization, and accretion

​

​

​

​

61.9

​

​

​

​

​

​

61.9

​

​

​

​

​

59.4

​

​

​

​

​

58.4

​

​

​

​

​

43.4

​

​

Stock-based compensation expense

​

​

​

​

22.1

​

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

(Gain) loss on disposal of assets

​

​

​

​

(2.6)

​

​

​

​

​

​

(2.6)

​

​

​

​

​

1.4

​

​

​

​

​

(32.1)

​

​

​

​

​

0.5

​

​

Goodwill impairment

​

​

​

​

1.4

​

​

​

​

​

​

1.4

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Long-lived asset impairment

​

​

​

​

—

​

​

​

​

​

​

—

​

​

​

​

​

6.2

​

​

​

​

​

19.7

​

​

​

​

​

—

​

​

Acquisition, financing, and integration costs:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Acquisition and integration costs

​

​

​

​

6.8

​

​

​

​

​

​

6.8

​

​

​

​

​

3.8

​

​

​

​

​

7.9

​

​

​

​

​

3.0

​

​

Financing costs

​

​

​

​

3.7

​

​

​

​

​

​

3.7

​

​

​

​

​

1.8

​

​

​

​

​

3.0

​

​

​

​

​

3.9

​

​

Total acquisition, financing, and integration costs

​

​

​

​

10.5

​

​

​

​

​

​

10.5

​

​

​

​

​

5.6

​

​

​

​

​

10.9

​

​

​

​

​

6.9

​

​

Adjusted EBITDA

​

​

​

$

186.9

​

​

​

​

​

$

186.9

​

​

​

​

$

149.3

​

​

​

​

$

148.3

​

​

​

​

$

141.0

​

​

Income from operations

​

​

​

$

93.7

​

​

​

​

​

$

115.8

​

​

​

​

$

76.7

​

​

​

​

$

91.4

​

​

​

​

$

90.2

​

​

Depreciation, amortization, and accretion

​

​

​

​

61.9

​

​

​

​

​

​

61.9

​

​

​

​

​

59.4

​

​

​

​

​

58.4

​

​

​

​

​

43.4

​

​

Stock-based compensation expense

​

​

​

​

22.1

​

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

(Gain) loss on disposal of assets

​

​

​

​

(2.6)

​

​

​

​

​

​

(2.6)

​

​

​

​

​

1.4

​

​

​

​

​

(32.1)

​

​

​

​

​

0.5

​

​

Goodwill impairment

​

​

​

​

1.4

​

​

​

​

​

​

1.4

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Long-lived asset impairment

​

​

​

​

—

​

​

​

​

​

​

—

​

​

​

​

​

6.2

​

​

​

​

​

19.7

​

​

​

​

​

—

​

​

Acquisition, financing, and integration costs:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Acquisition and integration costs

​

​

​

​

6.8

​

​

​

​

​

​

6.8

​

​

​

​

​

3.8

​

​

​

​

​

7.9

​

​

​

​

​

3.0

​

​

Financing costs

​

​

​

​

3.7

​

​

​

​

​

​

3.7

​

​

​

​

​

1.8

​

​

​

​

​

3.0

​

​

​

​

​

3.9

​

​

Total acquisition, financing, and integration costs

​

​

​

​

10.5

​

​

​

​

​

​

10.5

​

​

​

​

​

5.6

​

​

​

​

​

10.9

​

​

​

​

​

6.9

​

​

27

 

​

​

​

Yesway, Inc. Pro Forma

​

​

​

Parent Historical

​

​

​

​

Year Ended December 31, 2025

​

​

​

Year Ended December 31,

​

(in millions)

​

​

2025

​

​

2024

​

​

2023

​

​

2022

​

​

​

​

(unaudited)

​

​

​

(unaudited)

​

​

Overhead expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Salaries and benefits

​

​

​

​

41.8

​

​

​

​

​

​

41.8

​

​

​

​

​

39.3

​

​

​

​

​

38.4

​

​

​

​

​

33.9

​

​

Facility expenses

​

​

​

​

1.0

​

​

​

​

​

​

1.0

​

​

​

​

​

1.2

​

​

​

​

​

1.3

​

​

​

​

​

1.9

​

​

Professional services

​

​

​

​

7.8

​

​

​

​

​

​

7.8

​

​

​

​

​

7.3

​

​

​

​

​

7.9

​

​

​

​

​

6.6

​

​

Marketing and advertising

​

​

​

​

3.6

​

​

​

​

​

​

3.6

​

​

​

​

​

3.5

​

​

​

​

​

3.5

​

​

​

​

​

2.3

​

​

Corporate software and hardware

​

​

​

​

2.8

​

​

​

​

​

​

2.8

​

​

​

​

​

2.9

​

​

​

​

​

3.0

​

​

​

​

​

2.3

​

​

Supplies

​

​

​

​

0.1

​

​

​

​

​

​

0.1

​

​

​

​

​

0.2

​

​

​

​

​

0.4

​

​

​

​

​

0.6

​

​

Repairs and maintenance

​

​

​

​

0.7

​

​

​

​

​

​

0.7

​

​

​

​

​

0.5

​

​

​

​

​

0.3

​

​

​

​

​

0.2

​

​

Meetings and travel

​

​

​

​

2.0

​

​

​

​

​

​

2.0

​

​

​

​

​

2.5

​

​

​

​

​

3.2

​

​

​

​

​

2.6

​

​

Insurance

​

​

​

​

0.9

​

​

​

​

​

​

0.9

​

​

​

​

​

0.9

​

​

​

​

​

0.9

​

​

​

​

​

1.8

​

​

Other income and expense

​

​

​

​

0.9

​

​

​

​

​

​

0.9

​

​

​

​

​

0.8

​

​

​

​

​

1.8

​

​

​

​

​

0.8

​

​

Total overhead expenses

​

​

​

​

61.6

​

​

​

​

​

​

61.6

​

​

​

​

​

59.1

​

​

​

​

​

60.7

​

​

​

​

​

53.0

​

​

Store Contribution

​

​

​

$

248.6

​

​

​

​

​

$

248.6

​

​

​

​

$

208.4

​

​

​

​

$

209.0

​

​

​

​

$

194.0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

28

 

RISK FACTORS

Investing in our Class A common stock involves risks. Before deciding to invest in our Class A common stock, you should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and the related notes. The occurrence of any of the events described below could harm our business, operating results and financial condition. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business, operating results and financial condition. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Changes in the global prices and availability of oil and petroleum products and general economic conditions that are largely out of our control, including interest rates, can materially adversely impact our sales, financial condition and operating results.

Our operating results are significantly affected by changes in prices of fuel, variable retail margins and the market of such products. During the fiscal year ended December 31, 2024 and 2025, fuel sales were approximately 66.2% and 65.8%, respectively, of our total revenues and fuel sales less cost of goods sold (exclusive of depreciation and amortization) was 42.7% and 43.6%, respectively, of our total fuel sales and inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization). Crude oil and domestic wholesale fuel markets are volatile. General political conditions, acts of war or terrorism, including the current geopolitical tensions in Iran, Venezuela and Eastern Europe, instability in oil producing regions, particularly in the Middle East, Russia, Africa and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations, could significantly affect crude oil supplies and wholesale fuel prices. Although prices have recently increased substantially after the onset of the conflict in the Middle East involving numerous oil producing countries, there can be no assurance that prices will not experience another significant increase. The supply and price of fuel may also be impacted by hacking and ransomware attacks. For example, in May 2021, an organized crime group called DarkSide seized control of and shut down the Colonial Pipeline, a critical U.S. gasoline pipeline that supplies fuel throughout the U.S. East Coast, in a ransomware attack. Fuel supplies immediately tightened and retail prices rose around the U.S. in response to the ransomware attack. We cannot guarantee that such hacking or ransomware attacks will not occur in the future and materially affect our access to fuel supplies.

In addition, the supply of fuel and our wholesale purchase costs could be adversely affected in the event of a shortage, which could result from, among other things, the current geopolitical tensions in Iran, Venezuela and Eastern Europe, lack of capacity at oil refineries, sustained increase in global demand or the fact that our fuel contracts do not guarantee an uninterrupted, unlimited supply of fuel. Our wholesale purchase costs could also be adversely affected by increasingly stringent regulations regarding the content and characteristics of fuel products. Increases in wholesale oil prices typically do not have a sustained impact on retail fuel margins, as fuel retailers generally adjust retail prices quickly to reflect changes in supply costs. In addition, short-term increases in retail fuel prices do not typically impact our fuel sales volumes, as consumer demand for fuel is relatively inelastic. However, extended periods of elevated retail fuel prices resulting from increases in wholesale prices may negatively impact fuel demand. In such circumstances, we may experience lower fuel sales volumes or choose to accept reduced gross margins on fuel in order to remain competitive. Accordingly, high wholesale fuel prices or supply limitations as a result of geopolitical tensions or other factors could adversely affect our business, operating results, and financial condition.

Our ability to successfully manage operating costs is important because we have no influence on the sales prices or regional and worldwide consumer demand for oil and fuel. Furthermore, oil prices, wholesale fuel costs, fuel volumes, fuel margins and merchandise sales are typically subject to seasonal fluctuations. A significant decrease in consumer demand (other than typical seasonal variations) could materially affect our fuel volumes and merchandise sales, fuel sales less cost of goods sold (exclusive of depreciation and amortization) and overall customer traffic, which in turn could have a material adverse effect on our business, operating results and financial condition.

 

29

 

Further, recessionary economic conditions, higher interest rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products we sell at our retail sites. Unfavorable economic conditions, higher fuel prices and unemployment levels can affect consumer confidence, spending patterns and vehicle miles driven. The U.S. economy has continued to experience inflationary pressures, which reduce consumer purchasing power. If this trend continues or increases, it could negatively impact demand and seasonal travel patterns, which could reduce future sales volumes. Any major changes in tax or trade policy between the United States and countries from which we or our suppliers source merchandise and other products for our sites, such as the imposition of additional tariffs or duties on imported products, could require us to take certain actions, including raising prices on products we sell and seeking alternative sources of supply. These factors can lead to sales declines in both fuel and general merchandise, and in turn have an adverse impact on our business, operating results and financial condition.

Additionally, higher interest rates could impair our ability to raise funds in the debt capital markets and impact our ability to pass along increased costs of debt to our customers. Beginning in early 2022, in response to significant and prolonged increases in inflation, the U.S. Federal Reserve Board raised interest rates 11 times during 2022 and 2023, which increased the borrowing costs on our variable rate debt. The Federal Reserve Board then paused rate increases in the fourth quarter of 2023 following the deceleration of inflationary growth. The Federal Reserve Board cut interest rates six times between September 2024 and December  2025 and has indicated that it may continue to decrease interest rates in the near term. The timing, number and amount of any future interest rate changes are uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which would in turn negatively impact our borrowing costs. Any future federal funds rate increases could in turn make our financing activities, including those related to our acquisition activity, more costly and limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. The interest rate associated with our Revolving Credit Facility was 6.21% as of December 31, 2025. The interest rate associated with our Term Loan Facility was 7.33% as of December 31, 2025.

Our growth may be slowed if we are not able to maintain an adequate pipeline of suitable locations for new stores and manage the risks associated with new store development.

Our growth strategy depends in part on our ability to continue to identify and secure attractive locations suitable for development of new stores. We have a very active real estate development team that works to focus on our key target areas to identify suitable locations for this future growth. However, our ability to open new stores is dependent upon a number of factors, many of which are beyond our control, including our ability to identify available and suitable sites, reach acceptable agreements regarding the purchase or lease of suitable locations, including build-to-suit leases, and obtain the financing required to acquire and operate new stores.

In addition, our new store development entails significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment. In particular, any increase in construction and opening costs of new stores, which include the costs of raw materials and skilled labor and the costs associated with obtaining required licenses, permits and regulatory approvals and the effective response to any changes in local, state or federal law and regulations, may adversely affect our ability to open new stores on a timely basis or at all, as well as the ROI of our new store development. Price fluctuations, including due to inflation, shortages in raw materials, and changing trade policies, could substantially increase the construction and opening costs of our new stores. In addition, we are subject to government regulations related to wage rates or other regulatory areas, which may result in an increase in the cost of the labor associated with building our stores or preclude us from opening new stores and executing our growth strategy, such as our near-term plan to expand in Arizona and other states.

There is no guarantee that we will be able to locate a sufficient number of suitable locations for new stores in desirable areas or on terms that are acceptable to us to achieve our growth plan and we may not be able to close the purchase, development or lease, as applicable, of those locations in a timely fashion. If we are unable to open new stores, or if new store openings are delayed or otherwise do not occur at the planned pace of growth, we may not be able to continue to execute our growth strategy, which could affect our business,

 

30

 

financial condition and operating results. Furthermore, to the extent any of our existing or new stores are prospectively identified as underperforming for potential closure, we may not be able to continue to execute our growth strategy, which could affect our business, financial condition and operating results.

Our rapid growth strategy may place significant demands on our Company.

Our strategic plan calls for significant growth in our business over the next several years in select markets where we are currently established, as well as the expansion of our geographic footprint into new markets. This growth would place significant demands on our management team, systems, internal controls, and financial and professional resources. As a result, we could be required to incur expenses to hire additional qualified personnel, retain professionals to assist in developing the appropriate control systems, expand our information technology infrastructure, or in other unforeseen ways. If we are unable to effectively manage our growth, our business, financial condition, and results of operations could be adversely affected.

The failure to recruit, hire, and retain qualified personnel could materially adversely affect our business.

We are dependent on our ability to recruit, hire and retain qualified individuals to work in and manage our convenience stores in the geographic regions in which our stores are located, and our operations are subject to federal and state laws governing such matters as minimum wages, overtime, working conditions and employment eligibility requirements. Although we are not currently experiencing any material labor shortage to date, in the future we may experience difficulties in recruiting, hiring and retaining qualified personnel due to a number of factors beyond our control. In addition, economic factors, such as a decrease in unemployment rates and changing wage regulations, could have a material impact on our results of operations. Failure to continue to attract a sufficient number of individuals at reasonable compensation levels could have a material adverse effect on our business, reputation and results of operations.

Our business is dependent upon market acceptance by consumers. Changes in our merchandise offerings or the introduction of new merchandise may not meet our existing customers’ taste, may alienate some customers and may result in the failure to attract new customers, which could materially adversely affect our business.

We are substantially dependent on market acceptance of our products by consumers, our ability to change with consumer tastes, and to meet consumer needs with new products. If consumers do not accept our products, our sales could fail to grow or could decline, resulting in a reduction in our operating income or possible increases in losses. Demand for our products is also influenced by certain factors, like the popularity of certain store aesthetics, cultural and demographic trends, marketing and advertising expenditures, and general economic conditions, all of which can change rapidly and result in a quick shift in consumer demand. The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, and timely production. We may not always be able to respond quickly and effectively to changes in consumer taste and demand due to the amount of time and financial resources that may be required to bring new products to market. The inability to respond quickly to market changes could have an impact on our expected growth potential.

Changes to wage regulations and other employment and labor laws could have an impact on our future results of operations.

A considerable number of our employees are paid at rates related to the federal or state minimum wage. Any further increases in applicable federal, state or local minimum wage could increase our labor costs, which may adversely affect our results of operations and financial condition. Our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of qualified persons in the workforce in the local markets in which we are located, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment and labor laws. Such laws related to employee hours, wages, job classification and benefits could significantly increase operating costs. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer service to suffer, while increasing wages for our employees could cause our profit margins to decrease. If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may

 

31

 

be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of, or any required increases in wages for, our employees may adversely affect our business, results of operations and financial condition.

Significant 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 (“GHG”) emissions, among others, could materially adversely affect our business.

The road transportation fuel and convenience business is generally driven by consumer preferences, growth of road traffic and trends in travel and tourism. Fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. There have been significant governmental incentives and consumer pressures to increase the use of alternative fuels in the United States. Various U.S. federal agencies regulate the fuel efficiency and permitted emissions of motor vehicles and may continue to impose increasingly stringent emission standards meant to decrease the need for fossil fuels. As a result, an increasing number of automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines and alternative clean power systems. According to data from the EIA, electric and plug-in hybrid vehicles accounted for approximately 2.2% of all registered light-duty vehicles in the United States in 2024, up from 1.7% in 2023, and the EIA is expecting the proportion of electric vehicles to increase further in the future. The more successful and widespread these alternatives become, as a result of governmental incentives or regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the potential negative impact on the demand, pricing and profitability of our fuel-based products. Furthermore, the development and adoption of autonomous driving technologies (whether powered by electricity or otherwise) may reduce customer traffic to our locations which could adversely affect our fuel sales volumes and in-store sales. Autonomous fleets may also be fueled or charged at dedicated depots rather than at retail locations, further limiting visits to our locations. A number of additional key factors could impact current customer behavior and trends with respect to road transportation and fuel consumption, including the public’s current general approach with regard to climate change and the effects of GHG emissions. Significant developments in any of the above-listed factors could lead to substantial changes in the demand for petroleum-based fuel and have a material adverse effect on our business, financial condition and results of operations.

Our expansion into new and existing markets may present increased risks, which could affect our sales and profitability.

Part of our growth strategy is to develop new stores and pursue acquisitions in both new and existing markets. If we open or acquire stores in or near markets in which we already have convenience stores, it could have a material adverse effect on sales and results of operations for our convenience stores in such markets due to the close proximity with our other convenience stores and market saturation. Existing stores could also make it more difficult to build our consumer base for a new store in the same market. Our core business strategy does not entail opening new convenience stores that we believe will materially affect sales at our existing convenience stores over the long term. However, due to brand recognition and logistical synergies, as part of our growth strategy, we also intend to open new convenience stores in areas where we have existing convenience stores. Sales cannibalization between our stores may become significant in the future as we continue to open new stores and make additional acquisitions, which could, in turn, have a material adverse effect on our business, financial condition and results of operations.

We plan to develop additional stores in markets where we have little or no operating experience. New markets may have competitive or regulatory conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees. If we do not successfully execute our plans to enter new markets, our business, operating results and financial condition could be harmed.

The current geographic concentration of our stores creates exposure to local economies, regional downturns or severe weather or catastrophic occurrences.

Our stores are primarily concentrated in Texas, New Mexico, Oklahoma, South Dakota, Iowa, Kansas, Wyoming, Missouri, and Nebraska, and we have entered into definitive agreements to dispose of all of our

 

32

 

stores in Iowa and Kansas. As a result, our business is currently more susceptible to regional conditions than the operations of more geographically diversified competitors, and we are vulnerable to economic downturns in those regions. Any unforeseen events or circumstances that negatively affect these areas could materially adversely affect our revenues and profitability. These factors include, among other things, changes in demographics, population, competition, consumer preferences, new or revised laws or regulations, or hurricanes, fires, floods or other natural disasters in these regions.

We operate in a highly competitive industry.

We compete with other convenience stores, gas stations, large and small food retailers, QSRs, drug stores and dollar stores. Since all such competitors offer products and services that are very similar to those offered by us, a number of key factors determine our ability to successfully compete in the marketplace. These include the location of stores, competitive pricing, convenient access routes, the quality and configuration of stores and fueling facilities, and a high level of service. In particular, many large convenience store chains have expanded their number of locations and remodeled their existing locations in recent years, enhancing their competitive position. Furthermore, the desirability of store locations can change over time, and locations we currently view as prime may decline in relative attractiveness due to changes in customer traffic, infrastructure projects, local development trends, competitor activity or other factors. If we fail to anticipate or adjust to changes in the desirability of our locations, or if our competitors secure locations perceived as more prime, our existing stores may underperform and our results of operations could be adversely affected. In addition, some of our competitors have greater financial resources and scale than we do, which may provide them with competitive advantages in negotiating fuel and other supply arrangements. To the extent they are able to develop and expand their same-day order fulfillment capabilities, we may also face increased competition from e-commerce businesses. Our inability to successfully compete in the marketplace by continuously meeting customer requirements concerning price, quality, access, location and service level could adversely affect our business, financial condition and results of operations.

We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products.

We utilize key product supply and wholesale assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stores. Some of our competitive advantage arises out of these arrangements which, if disrupted, would affect the prices of the fuel we purchase and, therefore, limit such competitive advantage. In addition, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions. Furthermore, at some of our locations there are very few suppliers for fuel in that market; if we experience interruptions of supply or increases in costs to deliver refined products to such locations, our business, financial condition and operating results may be adversely impacted. In addition, the cost and availability of delivery drivers may affect the ability of third-party providers to deliver fuel to our stores.

We depend on a limited number of suppliers for the majority of our gross fuel purchases and merchandise. A failure by a principal supplier to renew its supply agreement, a disruption in supply or an unexpected change in supplier relationships could have a material adverse effect on our business.

We depend on a limited number of suppliers for a substantial majority of our gross fuel purchases. Renewal and negotiation of the terms of our supplier agreements is often subject to factors beyond our control, including motor fuel prices, a supplier’s ability to pay for or accept the contracted volumes and a competitive marketplace. If any of our principal suppliers elects not to renew its contracts with us, we believe we would be able to replace the volume of fuel we purchase from such suppliers, but may be unable to do so without short-term disruption to our operations or on the same terms as we currently purchase from such supplier, which may have an adverse effect on our fuel margins.

We rely upon our suppliers to timely provide the volumes and types of motor fuels for which they contract. We purchase motor fuels from a variety of suppliers under term contracts that vary in term, pricing structure, firmness and delivery flexibility. Our fuel supply arrangements must be coordinated to ensure that motor fuels

 

33

 

are delivered to our facilities at the times, in the quantities and otherwise in a manner that meets the needs of our portfolio and our customers.

In times of extreme market demand or supply disruption, including due to acts of war (such as Russia’s invasion of Ukraine and the joint U.S.-Israel strikes on Iran), terrorism, hacking or ransomware attacks, we may be unable to acquire enough fuel to satisfy the demand of our customers. Factors potentially impacting fuel pricing and supply can include shifts in our principal fuel suppliers’ financial condition, operational disruptions, transportation disruptions and extreme weather events. At times, motor fuels may not be available at any price, or our suppliers may not be able to transport it to our facilities on a timely basis. Any disruption in supply or a significant change in our relationship with our principal fuel suppliers could have a material adverse effect on our business, financial condition and results of operations. For example, it is unclear how the ongoing geopolitical uncertainty in the Middle East, including the closure of the Strait of Hormuz, and Venezuela will affect fuel prices and supply in the coming months. The geopolitical tensions in Eastern Europe related to Russia’s invasion of Ukraine, which began in the first quarter of 2022, resulted in significant supply disruptions as a broad coalition of countries responded with sanctions and/or import bans associated with Russian oil and natural gas. This resulted in higher commodity prices, with an increase in the prices of oil and natural gas not seen since mid-2014. As another example, in February 2021, the United States experienced Winter Storm Uri and extreme cold temperatures in the central United States, including Texas. This severe weather event resulted in decreased demand for motor fuels for several days and negatively affected refinery utilization rates thereby impacting the broader supply chain, which took months to stabilize.

We also depend on a limited number of vendors to supply a majority of our in-store merchandise. A significant disruption or operational failure affecting the operations of any one of these vendors, or a termination or material modification of our contractual relationship with such vendors, could materially impact the availability, quality and price of products sold at our convenience stores and gas stations, cause us to incur substantial unanticipated costs and expenses, and adversely affect our business, financial condition and results of operations.

Growing our business may require additional capital.

We may need capital to continue to grow our business, based on our plan to develop new stores. Moreover, the lack of availability or access to build-to-suit leases could result in a decreased number of new stores and have a negative impact on our growth. In addition, we may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, any of which could cause us to require additional capital. Although we expect to be able to fund some of our capital needs from available working capital, our Revolving Credit Facility and ongoing operations, the timing of available working capital and capital funding needs may not always coincide, and the levels of working capital will not fully cover planned capital funding requirements. From time to time, we may need to supplement our working capital from operations with proceeds from financing activities. If we seek to raise funds through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to you or higher levels of leverage. If we are unable to obtain adequate financing, or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results and financial condition could be materially and adversely affected.

We may attempt to grow our business through the acquisition of other stores, though such acquisition opportunities may not be available on attractive terms or at all, or such acquisition may not result in the expected benefits to our Company.

As part of our strategic plan for continued growth, we may expand our presence through acquisitions. However, we may be unable to take advantage of accretive opportunities in the event we are:

•

unable to identify attractive acquisition opportunities or negotiate acceptable terms for acquisitions;

​

•

unable to reach an agreement regarding the terms of pursued acquisitions;

​

•

unable to raise financing for such acquisitions on economically acceptable terms; or

​

•

outbid by competitors.

​

 

34

 

We may face increased competition for attractive acquisition candidates, which may limit the number of acquisition opportunities available to us or lead to the payment of higher prices for our acquisitions. In addition, we cannot guarantee that any future acquisitions, if consummated, will result in further growth. Additionally, if we complete any future acquisitions, our capitalization and results of operations may change significantly.

We may make acquisitions that we believe are beneficial, which ultimately result in negative financial consequences. Any acquisition involves potential risks, including, among other things:

•

we may not be able to successfully integrate stores we acquire;

​

•

we may not be able to achieve the anticipated synergies and financial improvements from a given acquisition, and the amount of actual realized synergies, if any, the time, expenses and cash required to realize those synergies, and the sources of the synergies could differ materially from our estimates;

​

•

in the event of an acquisition of a portfolio stores, we may not be able to retain key locations from such portfolios, including due to action by governmental authorities;

​

•

we may be unable to discover material liabilities of acquired stores prior to their acquisition;

​

•

acquisitions may divert the attention of senior management from focusing on our day-to-day operations;

​

•

financial or other penalties that may be imposed on us for any failure to comply with antitrust or similar laws or regulations;

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we may experience a decrease in liquidity resulting from our use of a significant portion of cash available for investment or borrowing capacity to finance acquisitions; and

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substantial investments in financial controls, information systems, management resources and human resources may be required in order to support future growth.

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Increases in credit and debit card fees, especially those resulting from higher fuel sales, could reduce our profitability.

A significant portion of our sales involve payment using credit and debit cards. We record credit and debit card fees in selling, general and administrative expenses, not in cost of fuel sales or cost of merchandise sales. Credit and debit card vendors generally assess interchange fees as a percentage of transaction amounts and not as a fixed dollar amount. As a result, higher fuel prices can result in higher credit and debit card fees, which may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products, as well as hazards and risks relating to the physical effects of weather and climate change.

We operate in many different locations around the United States. The occurrence of an event, including but not limited to acts of nature such as tornadoes, floods and other forms of severe weather, and mechanical equipment failures, industrial accidents, fires, explosions, acts of war and intentional terrorist attacks, could result in damage to our facilities, and the resulting interruption and loss of associated revenues, environmental pollution or contamination, and personal injury, including death, for which we could be deemed to be liable, and which could subject us to substantial fines and/or claims for punitive damages and have a material adverse effect on our business, financial condition, results of operations and cash flows.

We store fuel in storage tanks at our retail sites. Our operations are subject to significant hazards and risks inherent in storing fuel. These hazards and risks include, but are not limited to, fires, explosions, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, fines imposed by governmental agencies or cleanup obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. Any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Moreover, increasing concentrations of GHG in the earth’s atmosphere are expected to produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts,

 

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floods, dramatic temperature fluctuations, and other climatic events. Such effects could adversely affect our facilities and operations and those of our suppliers, including the producers and suppliers of transportation fuel. Although we maintain insurance for certain of these risks, due to policy deductibles and possible coverage limits, weather-related risks are not fully insured.

Food safety concerns may have an adverse effect on our business.

Our ability to increase sales and profits depends in part on our ability to meet expectations for safe food and on our ability to manage the potential impact of food-borne illnesses and food or product safety issues that may arise in the future. Food safety events, including instances of food-borne illness, occur within the food industry from time to time and could occur in the future. Instances of food tampering, food contamination or food-borne illness, whether actual or perceived, could adversely affect our brand and reputation as well as our results of operations. Incidents involving or allegedly involving our private-label products could have an even greater effect on our brand and reputation.

Supply chain interruptions may increase costs or reduce revenues.

We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products, many of which are perishable, on favorable terms. Although many of the products we sell are sourced from a variety of suppliers, certain products, such as specific Allsup’s branded foodservice items, have limited suppliers, which may increase our reliance on those suppliers. While we have not experienced any material supply chain interruptions to date, supply chain interruptions, including as a result of shortages and transportation issues or unexpected increases in demand, and price increases can adversely affect us as well as our suppliers, whose performance may have a significant impact on our results. Such shortages or disruptions could be caused by factors beyond the control of our suppliers or us. If we experience interruptions in our supply chain, or if contingency planning is not effective, our costs could increase and it could limit the availability of products that are a critical part of our offerings to customers.

Negative events or developments associated with branded motor fuel suppliers could have a material adverse impact on our revenues.

The success of our operations is dependent, in part, on the continuing favorable reputation, market value and name recognition associated with the motor fuel brands sold at our stores. An event which adversely affects the value of those brands could have a negative impact on the volumes of motor fuel we distribute, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Any plan to raze and rebuild certain of our stores could potentially entail significant risks.

We have in the past razed and rebuilt certain of our stores in order to improve customers’ shopping experience by offering high-quality, convenient and efficient facilities. If we choose to do so again in the future, such large-scale projects could entail significant risks, including shortages or increased costs of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment.

Such risks, in addition to potential difficulties in obtaining any required licenses and permits, could lead to significant cost increases and substantial delays in the opening of the rebuilt stores. In addition, once such stores are opened, we may not be able to achieve our targeted increase in sales at such stores.

We depend on our management’s and other team members’ experience and knowledge of our business and industry; we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team.

We are currently managed by a group of experienced senior executives and other key team members with substantial knowledge and understanding of our business and the industry in which we operate. Our success and future growth depend largely upon the continued services of our management team, including our senior management. If, for any reason, our executives do not continue to be active in management, or if we lose such persons or other key team members, or if we fail to identify and/or recruit for current or future positions of need, our business, financial condition or results of operations could be adversely affected.

 

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We may not be able to protect our intellectual property adequately, which, in turn, could harm the value of our brand and adversely affect our business.

We rely on our proprietary intellectual property, including trademarks, to market, promote and sell our products in our stores. Our ability to implement our business plan successfully depends in part on our ability to build further brand recognition using our trademarks, service marks, proprietary products and other intellectual property, including our name and logos and the unique character and atmosphere of our stores, and on our ability to obtain, maintain, enforce and defend our intellectual property rights. We monitor our material trademarks and seek to protect against activities that might infringe, dilute or otherwise violate our trademarks and other intellectual property, and rely on trademark and other laws of the United States.

Effective protection of our intellectual property may be expensive and difficult to maintain, both in terms of application and registration costs as well as the costs of defending and enforcing those rights, and the process may not always be successful.

We may also be unable to prevent third parties from using our intellectual property without our authorization. Unauthorized use and misuse of our intellectual property could harm our competitive position and have a material adverse effect on our financial condition, cash flows or results of operations.

Our intellectual property and brand may be damaged in all, one or some of the markets in which we do business, by adverse events at the corporate level or by an employee or agent violating our core values and standards. Similarly, challenges or reactions to action (or inaction) or perceived action (or inaction), by us on issues such as social policies, merchandising, compliance related to social, product, labor and environmental standards or other sensitive topics, could harm our reputation. The online dissemination of negative information about our brands, including inaccurate information, could harm our reputation, business, competitive advantage and goodwill. Damage to our reputation could result in declines in customer loyalty and sales, relationships with our suppliers, business development opportunities, divert attention and resources from management, including by requiring responses to inquiries or additional regulatory scrutiny, and otherwise materially adversely affect our results. Our brands could be materially adversely affected if our public image or reputation were to be tarnished by negative publicity.

In addition, we may rely on trade secrets, including know-how and other proprietary information, to maintain our competitive position. Any disclosure, either intentional or unintentional, by our employees, distributors or vendors, or misappropriation by third parties of our trade secrets or proprietary information could enable competitors to duplicate or surpass our products, thus eroding our competitive position in our market and have a material adverse effect on our financial condition or results of operations. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, which may divert the attention of our management and other personnel, and the outcome is unpredictable. Further, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third-party, we would have no right to prevent them from using that information to compete with us.

Additionally, we cannot be certain that we do not, or will not in the future, infringe upon, or be accused of infringing upon, the intellectual property rights of third parties. From time to time, we have been subject to claims of third parties that we have infringed upon their intellectual property rights and we face the risk of such claims in the future. Even if we are successful in these proceedings, any intellectual property infringement claims against us could be costly, time-consuming, harmful to our reputation, and could divert the time and attention of our management and other personnel, or result in injunctive or other equitable relief that may require us to cease the use of intellectual property currently used in the operation of our business, develop and invest in new or alternative intellectual property or make other changes to our business practices or operations, any of which could have a material adverse effect on our financial condition, cash flows or results of operations.

With respect to any third-party intellectual property (including third-party vendor platforms) that we use or wish to use in our business (whether or not asserted against us in litigation), we may not be able to enter into or maintain licensing or other arrangements with the owner of such intellectual property, or we may not be able to enter into or maintain such arrangements at a reasonable cost or on reasonable terms.

 

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From time to time we are subject to consumer or other various legal proceedings which could adversely affect our business, financial condition, results of operations and cash flows.

We are involved in various litigation matters from time to time. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Moreover, our retail operations are characterized by a high volume of customer traffic and by transactions involving a wide array of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we have been, and may in the future be from time to time, involved in lawsuits seeking cash settlements for alleged personal injuries, property damages and other business-related matters, as well as energy content, off-specification fuel, products liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate and/or if we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations. Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing fuel or merchandise at our retail sites.

We depend on third-party transportation providers for the transportation of all of our motor fuel. A change of providers or a significant change in our relationship with these providers could have a material adverse effect on our business.

All of the motor fuel we distribute is transported from terminals to gas stations by third-party transportation providers. Such providers may suspend, reduce or terminate their obligations to us if certain events (such as force majeure) occur. A change of key transportation providers, a disruption or cessation in services provided by such providers or a significant change in our relationship with such providers could have a material adverse effect on our business, financial condition and results of operations.

Business disruption and related risks resulting from the outbreak of infectious diseases could in the future have a material adverse effect on our stores, supply chain or results of operations.

The spread of any infectious diseases, including COVID-19, throughout the United States may lead federal, state and local governments to take significant steps in an attempt to reduce exposure to such infectious disease and control its negative effects on public health and the U.S. economy. Any future surges in the incidence of COVID-19 or other infectious diseases could have material and adverse effects on our business, such as:

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significant decreases in fuel sales due to substantially lower customer traffic resulting from travel restrictions, social distancing measures, and more people working and studying virtually;

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temporary or long-term disruptions to our merchandise supply chain in connection with the pandemic’s impact on our network of suppliers and distributors, significantly impacting the quality, variety and pricing of merchandise sold at our sites;

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limitations on employee availability; and

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changes to our competitors’ service offerings.

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We may be adversely affected if we are unable to complete the disposition of our stores in Iowa and Kansas.

We have entered into definitive agreements to dispose of all of our 29 stores in Iowa and Kansas for aggregate consideration of $17.5 million plus inventory, subject to customary closing and post-closing adjustments and for which we may, but are not required to, permit the buyer to utilize seller financing. If the disposition is not consummated, we will not receive the expected proceeds from the transaction. Additionally, if such planned disposition in Iowa and Kansas is not consummated timely or at all, we may be subject to liability arising from our operations in those jurisdictions, including liability for fraudulent credit card transactions due to fact that our fuel dispensers at some of our stores in Iowa are not EMV- compliant, or under laws that are only applicable in those jurisdictions. There can be no assurance that the disposition will be consummated or, even if consummated, that it will be completed by the end of 2026. In that circumstance, we may be required to

 

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engage in discussions with and pursue an agreement with another potential buyer or, alternatively, re-evaluate our strategy in relation to these markets, including any potential adverse impact on our operational focus and resources.

Risks Related to Government Regulation

The retail sale, distribution and storage of motor fuels is subject to environmental protection and operational safety laws and regulations that may expose us or our customers to significant costs and liabilities, which could have a material adverse effect on our business.

We and our facilities and operations are subject to various federal, state and local environmental, health and safety laws and regulations. These laws and regulations continue to evolve and are expected to increase in both number and complexity over time and govern not only the manner in which we conduct our operations, but also the products we sell. For example, international agreements and national, regional, and state legislation and regulatory measures that aim to limit or reduce GHG emissions or otherwise address climate change are currently in various stages of implementation. Increasingly restrictive environmental and other regulations may present risks that could materially impact our business, financial condition or results of operations. Most of the costs of complying with existing laws and regulations pertaining to our operations and products are embedded in the normal costs of doing business. However, it is not possible to predict with certainty the number of additional investments in new or existing technology or facilities, or potential increased future operating costs to prevent, control, reduce or eliminate releases of hazardous materials, pollutants or GHGs into the environment; remediate and restore areas damaged by prior releases of hazardous materials; or comply with new or changed environmental laws and/or regulations. Accidental leaks and spills requiring cleanup may occur in the ordinary course of business. We may incur expenses for corrective actions or environmental investigations at various-owned and previously-owned facilities, leased or previously leased facilities or at third-party-owned waste disposal sites. An obligation may arise when operations are closed, portions of our business are sold, or where Company products have been handled or disposed of at non-Company sites. Expenditures to fulfill these obligations may relate to facilities and sites where past operations followed practices and procedures that were considered acceptable at the time but may require investigative work, remedial work, or both to meet current or future standards.

We do not physically transport any motor fuels. Rather, third-party transporters distribute the motor fuels. The transportation of motor fuels by third-party transporters, as well as the associated storage of such fuels at locations including convenience stores, are subject to various federal, state and local environmental laws and regulations, including those relating to ownership and operation of underground storage tanks, the release or discharge of regulated materials into the air, water and soil, the generation, storage, handling, use, transportation and disposal of hazardous materials, the exposure of persons to regulated materials, and the health and safety of employees dedicated to such transportation and storage activities. These laws and regulations may impose numerous obligations and restrictions that are applicable to motor fuels transportation and storage and other related activities, including the acquisition of, or applications for, permits, licenses, or other approvals before conducting regulated activities; restrictions on the quality and labeling of the motor fuels that may be sold; restrictions on the types, quantities and concentration of materials that may be released into the environment; required capital expenditures to comply with pollution control requirements; and imposition of substantial liabilities for pollution or non-compliance resulting from these activities. Numerous governmental authorities, such as the EPA, and comparable state agencies, have the power to monitor and enforce compliance with these laws and regulations, as well as the permits, licenses and approvals issued under them, including fines, which can result in increased pollution control equipment costs or other actions. Failure to comply with these existing laws and regulations, or any newly adopted laws or regulations, may trigger administrative, civil or criminal enforcement measures, including the assessment of monetary penalties or other sanctions, the imposition of investigative, remedial or corrective action obligations, the imposition of additional compliance requirements on certain operations or the issuance of orders enjoining certain operations. The violation of our obligations under environmental laws may also result in private party litigation against us, including for personal injury and property damage. Moreover, environmental regulations often create more restrictions and limitations on activities that may adversely affect the environment, the occurrence of which may result in increased costs of compliance.

 

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Where releases of motor fuels, substances or wastes have occurred, federal and state laws and regulations require that contamination caused by such releases be assessed and remediated to meet applicable clean-up standards. Certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where motor fuels or other waste products have been disposed or otherwise released. We therefore could be required to conduct investigations and cleanups of soil or groundwater contamination even if the releases were caused by third parties such as former owners or operators. We could also be required to pay for the full cost of cleaning up contamination even if third parties contributed to the contamination but were unable or unwilling to pay their share. The costs associated with the investigation and remediation of contamination, as well as any associated third-party claims for damages or to impose corrective action obligations, could be substantial and could have a material adverse effect on us.

For more information on potential risks arising from environmental and occupational safety and health laws and regulations, please see “Business—Government Regulation and Compliance.”

Future 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 could have a material adverse impact on our retail operating revenues and gross margin which could adversely affect our business, financial condition and results of operations.

Sales of tobacco and nicotine products accounted for approximately 6.9% and 6.7% of our total revenues and 21.0% and 20.1% of total inside merchandise sales for the fiscal year ended December 31, 2024 and 2025, respectively. Actions by the U.S. Food and Drug Administration (“FDA”) and other federal, state or local agencies or governments may impact the acceptability of or access to tobacco and nicotine products, limit consumer choice as to tobacco and nicotine products, delay or prevent the launch of new or modified tobacco and nicotine products, require the recall or other removal of tobacco and nicotine products from the marketplace, restrict communications to consumers, restrict the ability to differentiate among different types of tobacco and nicotine products, or restrict or prevent the use of specified tobacco or nicotine products in certain of our locations or the sale of such products by certain or our stores. Significant increases in wholesale cigarette costs and tax increases on tobacco and nicotine products, as well as future legislation, potential rulings in court cases impacting the tobacco industry, and national and local campaigns to discourage smoking in the United States, may also have an adverse effect on the demand for tobacco and nicotine products, and therefore reduce our revenues and profits. Also, increasing regulations, including those for e-cigarettes and vapor products could offset some of the recent gains we have experienced from selling these products. If such efforts are successful, it could have a further negative impact on our sales of tobacco and nicotine products. These factors could materially and adversely affect our retail price of cigarettes, tobacco unit volume and sales, merchandise gross margin and overall customer traffic, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Currently, major cigarette manufacturers offer substantial rebates to retailers. We include these rebates as a component of our gross margin. In the event these rebates are no longer offered, or decreased, our profit from cigarette sales will decrease accordingly. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers could negatively affect sales or gross margins. These factors could materially affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross margin and overall customer traffic, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flows.

Failure to comply with applicable laws and regulations could result in liabilities, penalties, costs, or license suspension or revocation that could have a material adverse effect on our business.

Our operations are subject to numerous federal, state and local laws and regulations, including regulations related to the sale of alcohol, tobacco, nicotine products, cannabidiol and cannabidiol-like products, lottery/ lotto products, other age-restricted products, operation of gaming machines, various food safety and product quality requirements, environmental laws and regulations, and various employment and tax laws.

Our violation of, or inability to comply with, state laws and regulations concerning the sale of alcohol, tobacco, nicotine products, lottery/lotto products, other age-restricted products and operation of gaming machines could expose us to regulatory sanctions ranging from monetary fines to the revocation or suspension of our permits and licenses for the sale of such products. Such regulatory action could adversely affect our business,

 

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financial condition and results of operations. To the extent we are not able to provide information necessary to comply because owners of our stock do not provide the requisite documentation, we may have those licenses suspended or revoked. In addition, in certain jurisdictions where we operate, the licenses for the sale of alcoholic beverages are costly and changes in the applicable state law and regulations may result in a devaluation of the licenses we currently own.

Our cannabidiol offerings currently include supplements, topicals, shots, confectionery, smoking and packaged beverages. The effect of existing or future federal and state government regulations on cannabidiol and cannabidiol-like products is not known at this time. The FDA has deemed ingestible products like food or dietary supplements containing cannabidiol to be impermissible. The FDA has been assessing potential pathways available for various types of cannabidiol and cannabidiol-like products marketed as foods and dietary supplements, but has concluded that the existing regulatory framework for foods and dietary supplements is not appropriate for these products and that a new regulatory pathway for cannabidiol-containing products is required to manage the safety risks. The FDA has thus far largely limited its actions against cannabidiol sellers to those where the products claimed medical or therapeutic uses for cannabidiol and cannabidiol-like products. Should the FDA change its enforcement policies regarding cannabidiol and cannabidiol-like products and begin broader enforcement actions against all sellers of products containing cannabidiol, we would be forced to take corrective actions or make changes to our offerings. In addition, we cannot predict the form and content of future FDA regulations or federal, state, or local legislation regarding cannabidiol and cannabidiol-like products. Should the FDA or other regulator, or Congress, adopt a legal framework for the marketing of cannabidiol and cannabidiol-like products, the requirements of its new regulations may be costly or burdensome such that we may decide to remove cannabidiol and cannabidiol-like products from our offerings. In addition, as a result of the conflicting views between state legislatures and the federal government regarding cannabis, sellers of cannabidiol and cannabidiol-like products in the United States are subject to inconsistent laws and regulations. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with ongoing compliance or require us to alter our offerings. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional legislation, governmental regulations or administrative policies and procedures, when and if enacted or promulgated, could have on our business.

Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage or changes in overtime rules would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash flows. Additionally, even if none of our employees are currently represented by labor unions, any future unionization of our workforce may result in the negotiation of collective bargaining agreements which may include terms that are not favorable to us. Any strike, work stoppage or other dispute with our employees or those of third parties who provide us services could have a material adverse effect on our results of operations and cash flows.

Our business, particularly the operation of gas stations, and the storage and transportation of fuel products, is directly affected by numerous environmental laws and regulations in the United States pertaining, in particular, to the quality of fuel products, the handling and disposal of hazardous wastes and the prevention and remediation of environmental contaminations. Such laws and regulations are constantly evolving and have generally become more stringent over time. Our compliance with such evolving regulation requires significant and continuously increasing capital expenditures. Our business may also be indirectly affected by the adoption of environmental laws and regulations intended to address global climate change by limiting carbon emissions and introducing more stringent requirements for the exploration, drilling and transportation of crude oil and petroleum products. Increasingly wide-spread implementation of such laws and regulations may lead to a significant increase in the cost of petroleum-based fuels and, in turn, lower demand for road transportation fuel. Our failure to comply with applicable environmental laws and regulations, or a significant contamination at one of our sites requiring remediation of contaminated soil and groundwater on a large scale, could expose us to substantial fines and penalties, as well as administrative, civil and criminal charges, all of which could have a material adverse effect on our business, reputation, financial condition and results of operations.

 

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Any changes in the laws or regulations described above that are adverse to us and our stores could affect our operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied. This activity could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties which could have a material adverse effect on our reputation, business, results of operations and financial condition.

Risks Related to Data Privacy and Information Technology

We and our third-party providers rely significantly on the use of information technology and are exposed to cybersecurity risks and incidents. Any significant disruptions of our information technology systems or breaches of our data security could result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn materially adversely affect our business.

We increasingly rely on multiple information technology systems, hardware, software, online sites, networks, and a number of third-party vendor platforms (collectively, “IT Systems”) in order to run and manage our daily internal and external operations.

Such IT Systems are an essential component of our business and growth strategies as they allow us to manage various aspects of our business and to provide reliable analytical information to our management. The future operation, success and growth of our business depends on information systems, communications systems, internet activity and other network processes. We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including information about individuals, as well as proprietary information belonging to our business (collectively, “Confidential Information”).

Like most companies, despite our current security measures, our IT Systems and Confidential Information, and those of our third-party vendors and service providers, may be vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of access to data and information, acts of vandalism, terrorist attacks, hackers, security breaches or other security incidents, and computer viruses or attacks, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services. We have technology security initiatives and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequately designed or implemented to ensure that our operations are not disrupted or that data security breaches do not occur. A serious, long-lasting disruption of our IT Systems or those of our third-party providers could lead to the breakdown of critical operations and financial reporting systems, and have a material adverse effect on our business, reputation, financial condition and results of operation.

As a fuel and merchandise retailer, we and certain of our third-party providers, receive, maintain, and transmit large amounts of data, including credit and debit card information from customers; in addition, we collect and store on our network Personal Information (as defined below), Confidential Information, and other sensitive information concerning our employees, business partners and vendors. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks which may remain undetected until after they occur. Individuals able to circumvent our security measures may misappropriate Confidential Information or Personal Information held by or on behalf of us, disrupt our operations, damage

 

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our computers, or otherwise damage our business. In addition, we may need to expend significant resources to protect against security breaches or mitigate the impact of any such breaches, including potential liability that may not be limited to the amounts covered by our insurance.

Any breakdown or breach of our IT Systems could result in the unauthorized release of such Personal Information, Confidential Information, and sensitive information. Although we have invested in measures to reduce these risks, we cannot guarantee that such measures will be successful in preventing compromise and/or disruption of our IT Systems and related Confidential Information. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Further, because our services are integrated with our partners’ systems and processes, any circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and availability of our partners’ own IT Systems and/or Confidential Information as well. Despite our existing security procedures and controls, if our network was compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, reputation, results of operations, cash flows and financial condition, result in fines or litigation, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology and the costs of compliance with applicable laws.

Security breaches could also expose us to liability under various laws and regulations across jurisdictions and increase the risk of litigation and governmental investigation. Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible. In the United States, we are subject to laws in all states and numerous territories that require notification. Complying with such numerous and complex regulations in the event of unauthorized access would be expensive and difficult, and failure or perceived failure to comply with these regulations could subject us to regulatory scrutiny, negative publicity and additional liability. As we expand our operations, we may also assume liabilities for breaches experienced by the companies we acquire. And any failure by such third party, or any other entity in our collective supply chain, to prevent or mitigate security breaches or improper access to, or use, acquisition, disclosure, alteration, or destruction of, such information could have similar adverse consequences for us.

The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to: retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. While we maintain cyber liability insurance that provides both third-party liability and first-party insurance coverages, our insurance may not be sufficient to protect against all losses we may incur if we suffer significant or multiple attacks.

We are subject to evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and any actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

In connection with running our business, we receive, store, use, transmit and otherwise process large amounts of information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws (collectively “Personal Information”), including credit and debit card information, from customers; in addition, we collect and store on our network Personal Information and other sensitive information concerning our employees, business partners and vendors. As such, we and our vendors are subject to or affected by a number of federal, state and local laws and regulations, as well as contractual obligations and industry standards and other requirements, that apply generally to the handling of Personal Information, and those that are specific to certain industries, sectors, contexts, or locations. These laws impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of our employees, customers, and others. For example, most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent or

 

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may change or additional laws may be adopted. Such mandatory disclosures are costly, could lead to negative publicity, result in penalties or fines, result in litigation, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach.

In recent years, numerous federal and state laws addressing privacy, data protection and the collection, storing, sharing, use, disclosure and protection of such data have been adopted or modified. For example the California Consumer Privacy Act (“CCPA”), which went into effect in January 2020 and was later amended by the California Privacy Rights Act, requires in-scope businesses that process Personal Information of California residents to, among other things: provide disclosures to such residents about the business’s data collection, use and sharing practices; provide such individuals certain rights, such as the right to access and delete their Personal Information, and opt-out of certain sales or transfers of Personal Information; and enter into specific contractual provisions with service providers that process Personal Information on their behalf. The enactment of the CCPA has prompted numerous states, including states where we operate such as Texas, to enact similar comprehensive privacy laws, such as the Texas Data Privacy and Security Act (TDPSA), and many other states are looking to expand (or already have expanded) data protection legislation in various ways. Similar laws have been proposed at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and we may not be able to monitor and react to all developments in a timely manner. This also may mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business, results of operations and financial condition.

The interpretation and application of many privacy and data protection laws are, and will likely remain, uncertain, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or product features. If so, in addition to the possibility of fines, lawsuits and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products, which could harm our business. In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Any inability to adequately address privacy, data protection and data security concerns or comply with applicable privacy, data protection or data security laws, regulations, policies and other obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

We are also subject to the Payment Card Industry Data Security Standard (“PCI-DSS”), which is a standard issued by the Payment Card Industry Security Standards Council that is designed to protect credit card account data as mandated by payment card industry entities. Compliance with PCI-DSS and implementing related procedures, technology and information security measures requires significant resources and ongoing attention. We rely on vendors to handle PCI-DSS matters and to ensure PCI-DSS compliance. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, such as those necessary to achieve compliance with PCI-DSS or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our payment related systems could have a material adverse effect on our business, results of operations and financial condition. If there are amendments to PCI-DSS, the cost of compliance could increase and we may suffer loss of critical data and interruptions or delays in our operations as a result. If we or our service providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business. Despite our compliance efforts, we may become subject to claims that we have violated the PCI-DSS based on past, present, and future business practices. Our actual or perceived failure to comply with the PCI-DSS can subject us to fines, termination of banking relationships, and increased transaction fees.

Additionally, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act (the “TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act.

 

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We send marketing messages via email and are subject to the CAN-SPAM Act. The CAN-SPAM Act imposes certain obligations regarding the content of emails and providing opt-outs (with the corresponding requirement to honor such opt-outs promptly). While we strive to ensure that all of our marketing communications comply with the requirements set forth in the CAN-SPAM Act, any violations or perceived violations could result in the FTC seeking civil penalties against us. We also send short message service, or SMS, text messages to customers. The actual or perceived improper sending of text messages may subject us to potential risks, including liabilities or claims relating to consumer protection laws, such as the TCPA and similar state laws. These laws impose significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person being contacted. Numerous class-action suits under federal and state laws have been filed in recent years under the TCPA and similar laws against companies who conduct telemarketing and/or SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. In addition, Texas recently amended its telemarketing law to significantly expand its scope, strengthen the private right of action for consumers, and increase the potential penalties. Any future litigation against us in connection with the TCPA or similar state laws, whether or not such claims have merit, could be costly and time-consuming to defend and may require that we change one or more aspects of the way we operate our business.

Our failure, and/or the failure by the various third-party service providers and partners with which we do business, to comply with applicable privacy policies or federal or state laws and regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in the unauthorized release of Personal Information or other user data, or the perception that any such failure or compromise has occurred, could result in additional cost and liability to us, damage our reputation, or inhibit sales, and/or result in fines and/or proceedings by governmental agencies and/or users, any of which could have a material adverse effect on our business, results of operations and financial condition.

Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and Personal Information.

Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We may adopt and integrate generative artificial intelligence tools throughout our business, including into our information systems. Our vendors may incorporate generative artificial intelligence tools into their services and offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. Any integration of artificial intelligence in our or any third party’s operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and Confidential Information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of Personal Information, Confidential Information, and intellectual property. Ineffective or inadequate AI development or deployment practices by us or third-party vendors could result in the reliance on AI algorithms that produce inaccurate output or that are based on biased, incomplete, and/or inaccurate datasets. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Risks Related to Our Indebtedness

Our debt obligations contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition.

As of December 31, 2025, we had $391.6 million outstanding under our Term Loan Facility and $50.0 million outstanding under our Revolving Credit Facility, with unamortized debt discount and debt issuance costs of

 

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$9.2 million, resulting in total principal amount of debt outstanding under our Credit Facility, net of unamortized debt discount and debt issuance costs, of $432.3 million. Our indebtedness could have significant effects on our business, such as:

•

limiting our ability to borrow additional amounts to fund capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

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•

limiting our ability to make investments, including acquisitions, loans and advances, and to sell, transfer or otherwise dispose of assets;

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•

limiting our ability to pay dividends or make other distributions or repurchase or redeem capital stock;

​

•

requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our borrowings, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes;

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•

making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions;

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placing us at a competitive disadvantage compared with our competitors that have less debt; and

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exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

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In addition, we may not be able to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our borrowings as they become due, we will be required to pursue one or more alternative strategies, such as refinancing or restructuring our indebtedness, or selling additional debt or equity securities, or selling assets. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our business, financial condition and results of operations.

Terms in our Credit Facility may materially limit our ability to operate our business and finance our future operations or capital needs.

Certain terms of our Credit Facility restrict us and our restricted subsidiaries from engaging in specified types of transactions. These covenants limit our ability, and that of our restricted subsidiaries, to, among other things:

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incur indebtedness;

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•

incur certain liens;

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•

consolidate, merge or sell or otherwise dispose of assets;

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•

make investments, loans, advances, guarantees and acquisitions;

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•

pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests;

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•

enter into transactions with affiliates;

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•

alter the business conducted by us and our subsidiaries;

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•

change our fiscal year and the fiscal year of our subsidiaries; and

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•

amend or modify governing documents.

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A breach of any of these covenants, or any other covenant in the documents governing our Credit Facility, could result in a default or event of default under our Credit Facility. In the event of any event of default under our Credit Facility, the applicable lenders or agents could elect to terminate borrowing commitments and declare all borrowings and loans outstanding thereunder, together with accrued and unpaid interest and any fees and other obligations, to be immediately due and payable. In addition, or in the alternative, the applicable lenders or agents could exercise their rights under the security documents entered into in connection

 

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with our Credit Facility. We have pledged substantially all of our assets as collateral securing our Credit Facility and any such exercise of remedies on any material portion of such collateral would likely materially adversely affect our business, financial condition or results of operations.

If we were unable to repay or otherwise refinance these borrowings and loans when due, and the applicable lenders proceeded against the collateral granted to them to secure that indebtedness, we may be forced into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under our Credit Facility or other outstanding indebtedness would also likely have a material adverse effect on us.

Pursuant to our Credit Facility, we are required to maintain a secured net leverage ratio not to exceed 5.00 to 1.00, measured as of the last day of each fiscal quarter on which the aggregate outstanding amount of all loans under the Revolving Credit Facility (as defined in the Credit Facility) and certain letter of credit obligations exceeds 25.00% of the revolving credit commitments as of such date. Our ability to borrow under our Credit Facility depends on our compliance with this financial covenant. Events beyond our control, including changes in general economic and business conditions, may affect our ability to satisfy the financial covenant. We cannot assure you that we will satisfy the financial covenant in the future, or that our lenders will waive any failure to satisfy the financial covenant.

Risks Related to Our Organizational Structure

Our principal asset after the completion of this offering will be our interest in Parent, and, as a result, we will depend on distributions from Parent to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Parent’s ability to make such distributions may be subject to various limitations and restrictions.

Upon the consummation of this offering and the Transactions, we will be a holding company and will have no material assets other than our ownership of LLC Interests. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Parent and its subsidiaries and distributions we receive from Parent. There can be no assurance that Parent and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such distributions. Parent is generally prohibited under Delaware law from making distributions to its members to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Parent (with certain exceptions, as applicable), exceed the fair value of its assets. Immediately following the completion of this offering, the terms of our Credit Facility will restrict the ability of our subsidiaries to pay certain distributions to Parent or for Parent to pay certain distributions to us. For a further description of the limitations pursuant to current, or which may be applicable pursuant to any future, contractual agreements governing our indebtedness that may restrict distributions to Parent or to us, see “—Risks Related to Our Indebtedness—​Our debt obligations contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition,” “—Risks Related to Our Indebtedness—Terms in our Credit Facility may materially limit our ability to operate our business and finance our future operations or capital needs,” and “Description of Indebtedness—Credit Facility—Covenants and Other Matters.”

Parent will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of Parent will be allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Parent. Under the terms of the Parent LLC Agreement, Parent will be obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of LLC Interests, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect could be significant. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We intend, as its managing member, to cause Parent to make cash distributions to the holders of LLC Interests (including us) pro rata, in accordance with such holders’ economic interests, in amounts sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our operating expenses, including payments under the Tax Receivable Agreement. However, Parent’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that

 

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would either violate any contract or agreement to which Parent is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Parent insolvent. If we do not have sufficient funds to pay tax or other liabilities, or to fund our operations (including, if applicable, as a result of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—Parent LLC Agreement—​Agreement in Effect Upon Consummation of the Transactions—Distributions.” In addition, if Parent does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “—Risks Related to the Offering and Ownership of our Class A Common Stock” and “Dividend Policy.”

We intend, as its managing member, to cause Parent to make distributions in cash to the holders of LLC Interests (including us) pro rata, in accordance with such holders’ economic interests, in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of Parent. As a result of (1) potential differences in the amount of net taxable income allocable to us and to Parent’s other equity holders, (2) the lower tax rate under current law applicable to corporations as opposed to individuals, and (3) tax distributions being made pro rata in accordance with economic interests, these tax distributions may be in amounts that exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our stockholders. In addition, no adjustments to the exchange ratio for LLC Interests and corresponding shares of Class A common stock will be made as a result of any cash distribution by us or any retention of cash by us. As a result, the holders of LLC Interests (other than us) may benefit from value, if any, attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may have participated previously as holders of LLC Interests in distributions that resulted in such excess cash balances to us. See “Description of Capital Stock.” To the extent we do not distribute such excess cash as dividends on our Class A common stock, we may take other actions with respect to such excess cash, for example, holding such excess cash, or contributing or lending it (or a portion thereof) to Parent, which may result in shares of our Class A common stock increasing in value relative to the value of LLC Interests. Following such a contribution or loan of such excess cash, we may, but are not required to, make an adjustment to the outstanding number of LLC Interests held by the holders of LLC Interests (other than us). In the absence of such an adjustment, the holders of LLC Interests may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may have participated previously as holders of LLC Interests in distributions that resulted in such excess cash balances.

The Tax Receivable Agreement with the Continuing Equity Owners and Blocker Shareholders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.

In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with Parent and each of the Continuing Equity Owners and Blocker Shareholders. Under the Tax Receivable Agreement, we will be required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets, which tax basis is attributable to the LLC Interests being acquired in this offering and in the Blocker Mergers; (2) the increases in Yesway, Inc.’s allocable share of the tax basis of Parent’s assets resulting from (a) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners as described under “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions—Common Unit Redemption Right,” and (b) certain distributions (or deemed distributions) by Parent; (3) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets at the time of any redemption or exchange of LLC Interests, which tax basis is attributable to the LLC Interests

 

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being redeemed or exchanged and acquired by Yesway, Inc.; (4) certain tax attributes of the Blocker Companies acquired by Yesway, Inc. in the Blocker Mergers; and (5) certain additional tax benefits arising from payments under the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are an obligation of Yesway, Inc. and not of Parent. We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are not conditioned upon one or more of the Continuing Equity Owners or the Blocker Shareholders maintaining a continued ownership interest in Parent or us. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our Class A common stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. For more information, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Assuming no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect the tax savings associated with the purchase of LLC Interests in connection with this offering and the acquisition of LLC Interests in the Blocker Mergers, together with future redemptions or exchanges of all remaining LLC Interests owned by the Continuing Equity Owners pursuant to the Parent LLC Agreement as described above, would aggregate to approximately $391.5 million over 15 years from the date of this offering assuming all redemptions or exchanges would occur immediately after the initial public offering for the remaining ownership of Parent not acquired by Yesway, Inc. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay approximately 85% of such amount, or approximately $332.8 million over the 15-year period from the date of this offering, to the Continuing Equity Owners and the Blocker Shareholders. The actual tax benefits described above, and the actual utilization of such tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions by the Continuing Equity Owners; the price of shares of our Class A common stock at the time of the exchange; the extent to which such exchanges are taxable; the amount of gain recognized by such Continuing Equity Owners; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the portion of our payments under the Tax Receivable Agreement constituting imputed interest; and the federal and state tax rates then applicable.

In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Owners and the Blocker Shareholders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement will generally apply to each of our taxable years, beginning with the first taxable year ending after the consummation of the Transactions. There is no maximum term for the Tax Receivable Agreement. However, the Tax Receivable Agreement will provide that if (1) we materially breach any of our material obligations under the Tax Receivable Agreement, (2) certain mergers, asset sales, other forms of business combinations or other changes of control were to occur after the consummation of this offering, or (3) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on

 

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certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. Such cash payment to the Continuing Equity Owners and the Blocker Shareholders could be greater than the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control, and could result in holders of our Class A common stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the U.S. Internal Revenue Service (the “IRS”) or another tax authority, may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially and adversely affect the rights and obligations of the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement, then we will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of Brookwood. The interests of Brookwood in any such challenge may differ from or conflict with our interests and your interests, and Brookwood may exercise its consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a Continuing Equity Owner or a Blocker Shareholder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, will be netted against any future cash payments we might otherwise be required to make to such Continuing Equity Owner and/or such Blocker Shareholder, under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we may not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of the tax attributes with respect to a Continuing Equity Owner and/or a Blocker Shareholder that are the subject of the Tax Receivable Agreement.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

We may be subject to taxes by the U.S. federal, state, local and foreign tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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allocation of expenses to and among different jurisdictions;

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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tax effects of stock-based compensation;

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costs related to intercompany restructurings;

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•

changes in tax laws, tax treaties, regulations or interpretations thereof; or

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lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, including as a result of our ownership of Parent, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

We and Parent intend to conduct our operations so that we will not be deemed an investment company. As the sole managing member of Parent, we will control and operate Parent. On that basis, we believe that our interest in Parent is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Parent, or if Parent itself becomes an investment company, our interest in Parent could be deemed an “investment security” for purposes of the 1940 Act.

If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. If we were required to register as an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Our organizational structure following this offering may impact the comparability of our historical and future results of operations.

Prior to the completion of the Transactions contemplated by this offering, our business was recognized as a partnership for U.S. federal and state income tax purposes, with the exception of one subsidiary with immaterial income taxed as a corporation. As a result, we did not incur material U.S. federal and state income taxes as our taxable income or loss was included in the U.S. federal and state income tax returns of our members prior to the Transactions.

Following completion of the Transactions and this offering, we will be subject to U.S. federal and state income taxes as a corporation. As a result, our allocable share of the taxable income of our operating subsidiaries will be subject to taxation. Accordingly, our results of operations following the offering will reflect income tax expense or benefit. In addition, changes, if any, subsequent to the date of the Transactions and this offering to the initial carrying value of the liability related to the Tax Receivable Agreement will be reflected in our results of operations. As a result, the comparability of our historical and future results of operations from the perspective of our public stockholders may be materially impacted.

Risks Related to the Offering and Ownership of our Class A Common Stock

Brookwood will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders.

Upon consummation of this offering, Brookwood will control, in the aggregate, approximately 75.1% of the voting power represented by all our outstanding classes of stock. As a result, Brookwood will continue to

 

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exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors, any amendment of our amended and restated certificate of incorporation, any amendment of our amended and restated bylaws by the stockholders and any approval of significant corporate transactions (including certain mergers and a sale of all or substantially all of our assets), and, as a result of its ability to elect our directors, will continue to have significant control over our business, affairs and policies, including the appointment of our management. The directors that Brookwood, through its voting power, will have the ability to elect have the authority to vote to authorize the Company to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to stockholders. We expect that members of our board will continue to be appointed by or affiliated with Brookwood who will have the ability to appoint the majority of directors. Brookwood can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. The concentration of voting power with Brookwood may have an adverse effect on the price of our Class A common stock. Brookwood may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests.

Further, our amended and restated certificate of incorporation, which will be in effect upon the consummation of the Transactions, will provide that the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by us or our subsidiaries. Brookwood and its affiliates engage in a broad spectrum of activities. In the ordinary course of its business activities, Brookwood and its affiliates may engage in activities where their interests conflict with our interests or those of our other stockholders. Brookwood or its affiliates may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. See “Description of Capital Stock—Corporate Opportunity Doctrine.”

Brookwood’s interests may conflict with our interests and the interests of our stockholders. Conflicts of interest between Brookwood and us could be resolved in a manner unfavorable to us and our stockholders.

Various conflicts of interest between us and Brookwood could arise. Ownership interests of directors or officers of Brookwood in our common stock and ownership interests of our directors and officers in the equity interests of Brookwood, or a person’s service either as a director or officer of both us and Brookwood, could create or appear to create conflicts of interest when those directors and officers are faced with decisions relating to our Company. These decisions could include corporate opportunities, business combinations involving us, our dividend policy, and management stock ownership. In addition, Brookwood may have an interest in us pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. We may not be able to resolve any conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. Further, although certain of our management team who serve as a director or officer of both us and Brookwood intend to devote substantial portions of their time managing our business, they will also spend some of their time on other business activities for Brookwood as they deem necessary and appropriate, which may divert their attention and resources. These activities may conflict with our interests because the time and effort of such management will not be devoted exclusively to our business, but will be allocated between the management of our business and other business activities of Brookwood.

We cannot predict the effect our dual class structure may have on the market price of our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. Certain stock index providers exclude or limit the ability of companies with multiple class share structures from being added to certain of their indices. It is unclear what effect, if any, such policies will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. In addition, several shareholder advisory firms and large institutional investors oppose the use of multiple class structures, which may cause such firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure.

 

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We are a “controlled company” within the meaning of the rules of the Nasdaq Stock Market and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

The corporate governance requirements and, specifically, the independence standards are intended to ensure directors who are considered independent are free of any conflicting interest that could influence their actions as directors. After the consummation of the Transactions, Brookwood will have more than 50% of the voting power for the election of directors, and, as a result, we will be considered a “controlled company” within the meaning of the rules of the Nasdaq Stock Market. As such, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.

Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the rules of the Nasdaq Stock Market. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

Certain provisions of Delaware law and anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions provide for, among other things:

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a classified board of directors with staggered three-year terms;

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the ability of our board of directors to issue one or more series of preferred stock;

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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

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certain limitations on convening special stockholder meetings;

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no cumulative voting in the election of directors;

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subject to the rights of the holders of any preferred stock and the terms of the Stockholders Agreement, the number of directors shall be determined exclusively by a majority of the whole board or directors;

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subject to the rights of the holders of any preferred stock, at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, may be removed only for cause and only upon the affirmative vote of the holders of at least 662∕3% of the voting power of our then-outstanding common stock;

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at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, that stockholders may not act by consent; and

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at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, any amendment to the provisions of the amended and restated certificate of incorporation would require, in addition to any other vote required by law, the affirmative vote of at least 662∕3% of the holders of the voting power of our then-outstanding common stock entitled to vote.

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These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

 

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In addition, we have opted out of Section 203 of the DGCL, which we refer to as the DGCL, but our amended and restated certificate of incorporation will provide that engaging in any of a broad range of business combinations with any “interested” stockholder (generally defined as any stockholder that is the beneficial owner of 15% or more of our voting stock and its affiliates and associates) for a period of three years following the date on which the stockholder became an “interested” stockholder is prohibited unless certain requirements are met, provided, however, that, under our amended and restated certificate of incorporation, Brookwood and any of its respective affiliates and associates (and any of their direct or indirect transferees) will not be deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and accordingly will not be subject to such restrictions. See “Description of Capital Stock.”

We may not pay dividends on our Class A common stock.

Our board of directors may not elect to pay cash dividends on our Class A common stock, including in order to retain funds for the continued operation and expansion of our business or as a result of limitations under our existing credit agreements or other contractual obligations. Accordingly, we cannot assure you that we will pay any dividends in the future. Any determination to pay dividends in the future will be at the discretion of our board of directors (and subject to applicable law) and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We are a holding company, and substantially all of our operations are carried out by Parent and its subsidiaries. Under our Credit Facility, we are currently limited from paying cash dividends or making certain other restricted payments, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay dividends on our Class A common stock. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. Accordingly, if you purchase shares in this offering, realization of a gain on your investment may depend solely on the appreciation of the price of our Class A common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our Class A common stock.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.

We currently intend to cause Parent to use a portion of the net proceeds of this offering to pay down existing indebtedness and for general corporate purposes, including new store developments. See “Use of Proceeds.” Our management will have broad discretion in the application of the net proceeds. Our stockholders may not agree with how our management chooses to cause Parent to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition, and results of operations. Pending their use, we may cause Parent to invest the net proceeds from this offering in a manner that does not produce income. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial, or other information upon which our management bases its decisions.

No market currently exists for our Class A common stock, and an active, liquid trading market for our Class A common stock may not develop, which may cause our Class A common stock to trade at a discount from the initial offering price and make it difficult for you to sell the Class A common stock you purchase.

Prior to this offering, there has not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any of our Class A common stock that you purchase at a price above the price you purchase it or at all. The initial public offering price for the shares was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the initial offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

 

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Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, (A) (i) any derivative action, suit or proceeding brought on behalf of the Company, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, creditors or other constituents, (iii) any action, suit or proceeding asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action, suit or proceeding asserting a claim against the Company governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) subject to the preceding clause (A) above, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended (the “Securities Act”). Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all causes of action asserted against any defendant to such complaint. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our Class A common stock to decline.

After this offering, the sale of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Transactions, we will have outstanding a total of 29,085,561 shares of Class A common stock. Of the outstanding shares, the shares sold in this offering (and any of the 2,100,000 shares the underwriters purchase pursuant to their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, other than any shares held by our affiliates. In addition, the shares of Class A common stock issued to the Blocker Shareholders in the Transactions will be eligible for resale pursuant to Rule 144 without restriction or further registration under the Securities Act, other than affiliate restrictions under Rule 144. Any shares of Class A common stock held by our affiliates will be eligible for resale pursuant to Rule 144 under the Securities Act, subject to the volume, manner of sale, holding period and other limitations of Rule 144.

Our directors and executive officers, and substantially all of our stockholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, subject to certain exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, (1) offer, sell, contract to sell, pledge, grant any option to purchase, lend or

 

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otherwise dispose of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into or exchangeable for or that represent the right to receive shares of our Class A common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant); or (2) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to, or which reasonably could be expected to lead to, or result in, a sale, loan, pledge or other disposition of shares of our Class A common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A common stock or such other securities, in cash or otherwise. See “Underwriting (Conflicts of Interest).”

In addition, we are reserving shares of Class A common stock for issuance under the 2026 Plan and shares of Class A common stock for issuance under the ESPP following this offering. Any Class A common stock that we issue under the 2026 Plan or other equity incentive plans that we may adopt in the future would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of Class A common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A common stock or other securities.

In the future, we may also issue securities in connection with investments, acquisitions or capital raising activities. In particular, the number of shares of our Class A common stock issued in connection with an investment or acquisition, or to raise additional equity capital, could constitute a material portion of our then-outstanding shares of our Class A common stock. Any such issuance of additional securities in the future may result in additional dilution to you, or may adversely impact the price of our Class A common stock.

If you purchase shares of Class A common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A common stock is substantially higher than the pro forma net tangible book value per share of our Class A common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. You will experience immediate dilution of $16.80 per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price. See “Dilution” for more detail, including the calculation of the pro forma net tangible book value per share of our Class A common stock.

Non-U.S. Holders who own more than 5% of our Class A common stock may be subject to U.S. federal income tax on gain realized on the sale or other taxable disposition of such common stock.