{"url_path":"/sec/yswy/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1859836/0001104659-26-069252-index.html","accession_number":"0001104659-26-069252","cik":"0001859836","ticker":"YSWY","issuer_name":"Yesway, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1859836/0001104659-26-069252-index.html","primary_entity_key":"0001859836","primary_entity_name":"Yesway, Inc."},"word_count":376,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\nUse of Proceeds\n\nOn April 21, 2026, the SEC declared effective our registration statement on Form S-1 (File No. 333-294679), as amended, filed in connection with our initial public offering and we filed an additional registration on Form S-1 (File No. 333-295225) that was automatically effective upon its filing, which we collectively refer to as the Registration Statements. Pursuant to the Registration Statements, we registered the offer and sale of 16,100,000 shares of our Class A common stock (including 2,100,000 shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares). Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, and Goldman Sachs & Co. LLC acted as representatives of the underwriters for the offering. Pursuant to the Registration Statements, we issued and sold 16,100,000 shares of our common stock at a price to the public of $20.00 per share, for which we received net proceeds of approximately $288.1 million, after deducting the underwriting discounts of $20.9 million and offering expenses payable by us of $13.0 million. The offering commenced on April 21, 2026, and terminated after the sale of all securities registered pursuant to the Registration Statements. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates.\n\nWe used the net proceeds to purchase 16,100,000 LLC Interests directly from Ultimate Parent at a price per unit equal to the price per share of Class A common stock in the IPO, less the underwriting discount. Ultimate Parent used the net proceeds from the IPO to fully redeem the Redeemable Senior Preferred Membership Interests and make a payment of $10.0 million on its Revolving Credit Facility and intends to use the remainder to pay down existing indebtedness and for general corporate purposes to support the growth of the business.\n\nThere has been no material change in the expected use of the net proceeds from our initial public offering as described in our final prospectus, dated April 21, 2026, filed with the SEC pursuant to Rule 424(b) relating to our Registration Statement."}