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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Yesway, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
|
 Rule 13d-1(d)
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SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
THOMAS N. TRKLA | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,225,020.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
74.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Brookwood Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
45,875,727.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
74.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Aggregator, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,367,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Offshore Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,521,377.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
27.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,018,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
44.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Aggregator II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,735,435.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
38.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Offshore Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,100,229.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Fund II GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,150,477.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
51.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Aggregator III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,686,923.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Offshore Fund III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,085.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BW Gas & Convenience Fund III GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,706,298.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Brookwood Financial Co., Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,712.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Yesway, Inc. | |
| (b) | Address of issuer's principal executive offices:
2301 Eagle Parkway, Fort Worth, TX 76177 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Thomas N. Trkla
Brookwood Advisors, LLC
BW Gas & Convenience Aggregator, L.P.
BW Gas & Convenience Offshore Fund, L.P.
BW Gas & Convenience Fund GP, LLC
BW Gas & Convenience Aggregator II, L.P.
BW Gas & Convenience Offshore Fund II, L.P.
BW Gas & Convenience Fund II GP, LLC
BW Gas & Convenience Aggregator III, L.P.
BW Gas & Convenience Offshore Fund III, L.P.
BW Gas & Convenience Fund III GP, LLC
Brookwood Financial Co., Inc. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is 138 Conant Street, Floor 3, Beverly, MA 01915. | |
| (c) | Citizenship:
Mr. Trkla is a citizen of the United States. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Class A Common Stock as of June 30, 2026, based upon 31,185,561 shares of Class A Common Stock outstanding as of August 12, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026. The ownership information assumes the redemption of membership units of BW Ultimate Parent, LLC (the "LLC Interests") held by the Reporting Person for shares of the Issuer's Class A Common Stock on a 1-to-1 basis.
The number of securities reported as beneficially owned herein includes: (i) 338,581 shares of Class A Common Stock underlying LLC Interests held of record by Mr. Trkla; (ii) 9,367,808 shares of Class A Common Stock underlying LLC Interests held of record by BW Gas & Convenience Aggregator, L.P. ("Aggregator I"); (iii) 8,521,377 shares of Class A Common Stock held of record by BW Gas & Convenience Offshore Fund, L.P.; (iv) 129,767 shares of Class A Common Stock held of record by BW Gas & Convenience Fund GP, LLC; (v) 19,735,435 shares of Class A Common Stock underlying LLC Interests held of record by BW Gas & Convenience Aggregator II, L.P. ("Aggregator II"); (vi) 6,100,229 shares of Class A Common Stock held of record by BW Gas & Convenience Offshore Fund II, L.P.; (vii) 314,813 shares of Class A Common Stock held of record by BW Gas & Convenience Fund II GP, LLC; (viii) 1,686,923 shares of Class A Common Stock underlying LLC Interests held of record by BW Gas & Convenience Aggregator III, L.P. ("Aggregator III"); (ix) 19,085 shares of Class A Common Stock held of record by BW Gas & Convenience Offshore Fund III, L.P.; (x) 290 shares of Class A Common Stock held of record by BW Gas & Convenience Fund III GP, LLC; and (xi) 10,712 shares of Class A Common Stock underlying LLC Interests held of record by Brookwood Financial Co., Inc.
The general partner of Aggregator I and BW Gas & Convenience Offshore Fund, L.P. is BW Gas & Convenience Fund GP, LLC. The general partner of Aggregator II and BW Gas & Convenience Offshore Fund II, L.P. is BW Gas & Convenience Fund II GP, LLC. The general partner of Aggregator III and BW Gas & Convenience Offshore Fund III, L.P. is BW Gas & Convenience Fund III GP, LLC. Collectively, BW Gas & Convenience Fund GP, LLC, BW Gas & Convenience Fund II GP, LLC and BW Gas & Convenience Fund III GP, LLC are referred to as the general partners. Brookwood Advisors, LLC is the investment manager for each of the general partners and advises Aggregator I, Aggregator II, Aggregator III, BW Gas & Convenience Offshore Fund, L.P., BW Gas & Convenience Offshore Fund II, L.P. and BW Gas & Convenience Offshore Fund III, L.P.
By virtue of his controlling interest in Brookwood Advisors, LLC, Mr. Trkla may be deemed to share beneficial ownership with respect to the shares beneficially owned by Brookwood Advisors, LLC. In addition, Mr. Trkla has a controlling interest in Brookwood Financial Co., Inc., and as a result, may be deemed to share beneficial ownership of the securities beneficially owned by Brookwood Financial Co. | |
| (b) | Percent of class:
See the information contained on the cover pages to this Schedule 13G. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the information contained on the cover pages to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
See the information contained on the cover pages to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the information contained on the cover pages to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the information contained on the cover pages to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99: Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of August 14, 2026.
| /s/ Thomas N. Trkla | ||
| Thomas N. Trkla | ||
| Brookwood Advisors, LLC | ||
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | President, Chairman and Chief Executive Officer | |
| BW Gas & Convenience Aggregator, L.P. | ||
| BY: | BW GAS & CONVENIENCE FUND GP, LLC | |
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Offshore Fund, L.P. | ||
| BY: | BW GAS & CONVENIENCE FUND GP, LLC | |
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Fund GP, LLC | ||
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Aggregator II, L.P. | ||
| BY: | BW GAS & CONVENIENCE FUND II GP, LLC | |
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Offshore Fund II, L.P. | ||
| BY: | BW GAS & CONVENIENCE FUND II GP, LLC | |
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Fund II GP, LLC | ||
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Aggregator III, L.P. | ||
| BY: | BW GAS & CONVENIENCE FUND III GP, LLC | |
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Offshore Fund III, L.P. | ||
| BY: | BW GAS & CONVENIENCE FUND III GP, LLC | |
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| BW Gas & Convenience Fund III GP, LLC | ||
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Manager | |
| Brookwood Financial Co., Inc. | ||
| By: | /s/ Thomas N. Trkla | |
| Name: | Thomas N. Trkla | |
| Title: | Chairman, President and Chief Executive Officer | |