When YSWY insiders can sell
Yesway, Inc. · IPO prospectus filed 2026-04-23 · Single cliff · 180-day lock-up
That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.
The lock-up clause, in the issuer's words
Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.
LLC on behalf of the underwriters, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus: offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock, or any other securities convertible into or exercisable or exchangeable for our common stock; or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our commons stock.
Where the share count comes from
The prospectus never prints the number of shares coming free, and nothing in it lets the figure be derived. That is why this deal carries no flow math.
| Shares outstanding after the offering | 61,094,746 |
| Underwriters' over-allotment option | 2,100,000 |
Exceptions written into the lock-up (5)
Each of these is a route by which YSWY shares can move before 2026-10-20. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.
- 10b5-1 plan
- bona fide gift or charitable transfer
- estate planning or family transfer
- directed share program participants
- option exercise or RSU settlement
…n, stock plan, dividend reinvestment plan adopted and approved by our board of directors; (6) facilitating the establishment of a trading plan on behalf of any of our shareholders, officers or directors pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Class A common stock, provided that (i) such plan does not provide for the transfer of Class A common 174 TABLE OF CONTENTS stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by us regarding the establishment of such plan, such announcement or filing sha…
…ividual 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,…
With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2026 Plan are generally non-transferable, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2026 Plan, the plan administrator may, in its discretion, accept cash or ch…
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.
Issuance of LLC Interests upon Exercise of Options or Issuance of Other Equity Compensation . Upon the exercise of options issued by us (as opposed to options issued by Parent), or the issuance of other types of equity compensation by us (such as the issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock), we will have the right to acquire from Parent a number of LLC Interests equal to the number of our shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation.
What we could not establish
YSWY is read but not publishable: the prospectus does not state how many shares come free. So there is no absorb-day figure on this page and no call, and there will not be one until the number exists in a filing.
The common case is a prospectus that says "substantially all" of the locked shares become eligible for sale without ever printing a count. The clause above is quoted in full so you can see that for yourself. An estimate presented with a filing link beside it would read as a filing figure, and that is worse than an admission — it is the one failure mode a reader cannot detect.
How this reading of YSWY could be wrong
The lock-up period is restated 4 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.
The volume is a vendor's, not ours. YSWY is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.
Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.
The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.
Also unlocking in 2026-10 (10)
Lock-ups cluster, because IPOs cluster: these priced in the same window as YSWY and come free in the same month. Several heavy releases landing together is a different situation from one.
| Deal | Expiry | Shares free | Absorb days |
|---|---|---|---|
| SKHY SK hynix Inc. | 2026-10-08 | — | — |
| ARXS Arxis, Inc. | 2026-10-13 | 23.2M | 24.0 sessions |
| ALMR Alamar Biosciences, Inc. | 2026-10-14 | 55.3M | 68.6 sessions |
| KLRA Kailera Therapeutics, Inc. | 2026-10-14 | 84.6M | 83.0 sessions |
| AVEX AEVEX Corp. | 2026-10-17 | 95.6M | 34.5 sessions |
| ELMT Elmet Group Co. | 2026-10-20 | 20.3M | 43.0 sessions |
| XE X-Energy, Inc. | 2026-10-24 | 348.1M | 54.2 sessions |
| AVLN Avalyn Pharma Inc. | 2026-10-27 | 25.1M | 60.1 sessions |
| SPTX Seaport Therapeutics, Inc. | 2026-10-28 | 38.9M | 160 sessions |
| COAG Hemab Therapeutics Holdings, Inc. | 2026-10-28 | — | — |
Learn to read these clauses yourself
The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.
Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · YSWY's prospectus on EDGAR · what funds carried these companies at before listing