Mister Car Wash to Be Taken Private by Leonard Green & Partners for $7.00 Per Share

Rhea-AI Summary

Mister Car Wash (Nasdaq: MCW) agreed to be taken private by investment funds managed by Leonard Green & Partners for $7.00 per share in an all-cash deal that implies an enterprise value of $3.1 billion and a 29% premium to the 90-day VWAP.

The transaction, unanimously recommended by an independent Special Committee, is expected to close in the first half of 2026, is subject to regulatory approvals and customary closing conditions, and will result in Nasdaq delisting. The company canceled its scheduled Q4/FY2025 earnings call.

Positive

• $7.00 per share all-cash offer
• Premium of 29% to 90-day VWAP
• Implied enterprise value of $3.1 billion
• Unanimous Special Committee recommendation
• First-half 2026 expected close

Negative

• Common stock to be delisted from Nasdaq
• Transaction subject to regulatory approvals and conditions
• Minority public float (~33%) faces reduced liquidity

News Market Reaction – MCW

+16.14%

9 alerts

+16.14% News Effect

+10.7% Peak in 43 min

+$274M Valuation Impact

$1.97B Market Cap

0.1x Rel. Volume

On the day this news was published, MCW gained 16.14%, reflecting a significant positive market reaction. Argus tracked a peak move of +10.7% during that session. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $274M to the company's valuation, bringing the market cap to $1.97B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Take-private price: $7.00 per share Offer premium: 29% Enterprise value: $3.1 billion +5 more

8 metrics

Take-private price $7.00 per share All-cash merger consideration offered by LGP

Offer premium 29% Premium to 90-day volume-weighted average price through Feb. 17, 2026

Enterprise value $3.1 billion Implied total enterprise value of Mister Car Wash in the transaction

LGP ownership 67% Approximate beneficial ownership of MCW shares by LGP affiliates pre-transaction

VWAP lookback 90 days Period used to calculate volume-weighted average price premium

Footprint goal 3x CEO’s vision of tripling Mister Car Wash’s footprint

Closing timeframe First half of 2026 Expected closing period, subject to approvals and conditions

Earnings call time 4:30 p.m. Eastern Previously scheduled Q4/FY 2025 earnings call, later canceled

Market Reality Check

Price: $7.01 Vol: Volume 1,351,653 vs 20-da...

normal vol

$7.01 Last Close

Volume Volume 1,351,653 vs 20-day average 1,117,346 suggests moderately elevated trading interest ahead of the deal news. normal

Technical Price at $6.01, trading above 200-day MA of $5.90 before the $7.00 take-private announcement.

Peers on Argus

Peers showed mixed, mostly negative moves (e.g., SAH -2.87%, ACVA -3.16%, CWH +0...

Peers showed mixed, mostly negative moves (e.g., SAH -2.87%, ACVA -3.16%, CWH +0.86%), while MCW was modestly positive +0.67%, indicating stock-specific factors rather than a sector trend.

Historical Context

4 past events · Latest: Feb 04 (Neutral)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Feb 04	Earnings call date	Neutral	-0.3%	Announcement of Q4 and full-year 2025 earnings release and conference call timing.
Oct 29	Earnings results	Positive	+0.4%	Q3 2025 results with revenue, EBITDA growth and reiterated full-year guidance.
Oct 21	Store acquisition	Positive	+3.5%	Acquisition of five Whistle Express locations expanding Lubbock, Texas footprint.
Oct 15	Earnings call date	Neutral	+0.6%	Scheduling announcement for Q3 2025 results release and investor conference call.

Pattern Detected

Recent MCW news, including earnings and expansion updates, has generally seen price moves that align modestly with the underlying news tone.

Recent Company History

Over the past months, Mister Car Wash reported growing operations and stable financial performance. On Oct. 21, 2025, it expanded via acquiring five Whistle Express stores in Lubbock, contributing to a 3.52% gain. Q3 2025 results on Oct. 29, 2025 highlighted revenue and EBITDA growth with a small positive reaction. Earnings call scheduling updates in October 2025 and February 2026 produced only minor price changes, suggesting measured market responses to routine disclosures.

Market Pulse Summary

The stock surged +16.1% in the session following this news. A strong positive reaction aligns with a...

Analysis

The stock surged +16.1% in the session following this news. A strong positive reaction aligns with a clearly defined take-private structure at $7.00 per share and a stated 29% premium to the 90-day VWAP. Historically, MCW’s stock has responded in line with positive strategic and earnings news, suggesting investors have rewarded clear value-creation events. Investors would still need to watch closing risks such as regulatory approvals and customary conditions that could influence deal certainty.

Key Terms

all-cash transaction, volume-weighted average price, definitive merger agreement, enterprise value, +4 more

8 terms

all-cash transaction financial

"All-cash transaction delivers significant and certain value to Mister Car Wash stockholders"

An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.

volume-weighted average price financial

"at a premium of 29% to the volume-weighted average price of Mister Car Wash’s shares"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

definitive merger agreement regulatory

"entered into a definitive merger agreement pursuant to which investment funds managed by"

A definitive merger agreement is the final, signed contract that sets the exact terms for two companies to combine, including the price, payment method, conditions to closing, and what happens if the deal falls apart. For investors it matters because it turns a tentative plan into a legally binding arrangement—like signing a mortgage rather than agreeing to look at a house—so it often has an immediate effect on share prices and clarifies the risks from regulatory approval, financing or breakup fees.

enterprise value financial

"for $7.00 per share in cash, which implies a total enterprise value of the Company"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

beneficial owner regulatory

"and is currently the beneficial owner of approximately 67% of the Company’s outstanding"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Special Committee regulatory

"unanimously approved and recommended by a Special Committee of the Mister Car Wash Board"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

earnings call financial

"the Company has canceled its earnings call that was previously scheduled for 4:30 p.m."

A scheduled public meeting—usually by phone or webcast—where a company’s executives present recent financial results and answer questions from analysts and investors. It matters because listeners hear both the factual “report card” on past performance and the leaders’ tone and outlook for the future; new details or shifts in confidence can change investor expectations and move the stock price, much like a parent-teacher meeting revealing a student’s progress and plans.

privately held company financial

"Mister Car Wash will become a privately held company owned by investment funds"

A privately held company is owned by a small group of people—founders, managers, or private investors—and does not sell its stock on public exchanges. For investors this matters because such firms share less public financial information, are harder to buy or sell into, and can have uncertain valuations and different growth or risk profiles compared with publicly traded companies, much like a family-owned store versus a shop on a busy public market.

AI-generated analysis. Not financial advice.

• All-cash transaction delivers significant and certain value to Mister Car Wash stockholders at a premium of 29% to the volume-weighted average price of Mister Car Wash’s shares during the 90 days prior to and including February 17, 2026
• Transaction unanimously approved and recommended by a Special Committee of the Mister Car Wash Board of Directors, composed entirely of independent directors
  
  

TUCSON, Ariz., Feb. 18, 2026 (GLOBE NEWSWIRE) -- Mister Car Wash, Inc. (the “Company” or “Mister Car Wash”) (Nasdaq: MCW), the nation’s leading car wash brand, today announced that it has entered into a definitive merger agreement pursuant to which investment funds managed by Leonard Green & Partners, L.P. (“LGP”) will purchase all of the outstanding shares of the Company’s common stock that are not already owned by LGP’s affiliates for $7.00 per share in cash, which implies a total enterprise value of the Company of $3.1 billion. LGP has been a long-term strategic partner to the Company since its initial investment in 2014 and is currently the beneficial owner of approximately 67% of the Company’s outstanding shares of common stock.

“Taking our company private will help us accelerate our growth by investing more boldly in our stores, our people, and our technologies to capture the multiple opportunities ahead. Most importantly, it brings us closer to fulfilling our vision of tripling our footprint while staying true to the values and mission that got us here,” said John Lai, the Company’s CEO.

The purchase price represents a premium of 29% to the volume-weighted average price of the shares during the 90 days prior to and including February 17, 2026.

The transaction was unanimously approved and recommended by a Special Committee of the Mister Car Wash Board of Directors, composed entirely of independent directors and which was advised by its own financial and legal advisors. After receiving the Special Committee’s recommendation, the Board of Directors unanimously approved the transaction, with all directors affiliated with LGP recusing themselves from the decision.

Upon completion of the transaction, Mister Car Wash’s common stock will no longer be listed on Nasdaq, and Mister Car Wash will become a privately held company owned by investment funds managed by LGP.

The transaction is expected to close in the first half of 2026, subject to obtaining regulatory approvals and the satisfaction or waiver of other customary closing conditions.

Fourth Quarter and Full Year 2025 Earnings Conference Call Update

Separately, Mister Car Wash is announcing this morning, in a separate press release, its financial results for the fourth quarter and fiscal year ended December 31, 2025, which will also be available on the “Investor Relations” section of the Company website. In light of today’s announced transaction with LGP, the Company has canceled its earnings call that was previously scheduled for 4:30 p.m. Eastern Time today.

Advisors

BofA Securities Inc. and Centerview Partners LLC are acting as financial advisors and Morris, Nichols, Arsht & Tunnell LLP is acting as legal counsel to the Special Committee of the Mister Car Wash Board of Directors. Latham & Watkins LLP is acting as legal counsel to Mister Car Wash and Simpson Thacher & Bartlett LLP is acting as legal counsel to LGP.

About Mister Car Wash | Inspiring People to Shine^®

Headquartered in Tucson, Arizona, Mister Car Wash operates approximately 550 locations and has the largest car wash subscription program in North America. With a passionate team of professionals, advanced technology, and a commitment to exceptional customer experiences, Mister Car Wash is dedicated to providing a clean, shiny, and dry vehicle every time. The Mister brand is deeply rooted in delivering quality service, fostering friendliness, and demonstrating a genuine commitment to the communities it serves while prioritizing responsible environmental practices and resource management. To learn more, visit www.mistercarwash.com.

About LGP

LGP is a leading private equity investment firm founded in 1989 and based in Los Angeles with over $75 billion of assets under management. The firm partners with experienced management teams and often with founders to invest in market-leading companies. The firm primarily focuses on services, including consumer, healthcare, and business services, as well as distribution and industrials. For more information, please visit www.leonardgreen.com.

Forward-Looking Statements

This communication contains forward-looking statements that involve risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,” “could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” “will,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements are based upon the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties.

These risks and uncertainties include, among other things, statements regarding the expected effects of the proposed merger of the Company with a subsidiary of LGP (the “Merger”) on the Company, the expected effects on the Company if the Merger is not completed, the expected benefits and detriments of the Merger to the stockholders of the Company who are not affiliated with LGP, and the expected timeline for completion of the Merger. Statements regarding future events are based on the Company’s current expectations, estimates and projections and are necessarily subject to associated risks and developments related to, among other things, (i) the completion of the proposed Merger on the anticipated terms and timing, or at all, including the parties’ ability to obtain regulatory approvals and satisfy the other conditions to the completion of the Merger, (ii) the effect of the announcement or pendency of the Merger on the Company’s business, operating results, ability to retain and hire key personnel, and relationships with customers, suppliers, competitors and others, (iii) the effect of the restrictions imposed by the definitive merger agreement entered into by the Company and affiliates of LGP (the “Merger Agreement”) during the pendency of the Merger, which may (a) disrupt the Company’s current plans and business operations, (b) impact the Company’s ability to pursue certain business opportunities or strategic transactions or (c) divert management’s attention from ongoing business operations, (iv) the ability of LGP to procure the financing required to complete the Merger, (v) the possibility that competing offers may be made, and the effect of such competing offers on the Merger and the parties’ respective rights under the Merger Agreement, (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (vii) the fact that the Company may be required to pay a termination fee to LGP if the Merger Agreement is terminated in certain circumstances, (viii) litigation being instituted against the Company, LGP, LGP’s affiliates or other parties, including their respective directors, managers or officers, in connection with the Merger, (ix) the uncertainty of the outcome of any such litigation and its effects on the parties to the Merger Agreement, (x) legislative, regulatory and economic developments, (xi) general economic conditions, (xii) the effect on the Company’s stock price if the Merger is not completed, which may decline significantly following the termination of the Merger Agreement, (xiii) the significant costs, fees and expenses the Company may incur in connection with the Merger, and (xiv) the effects on the Company of unknown liabilities related to the Merger.

For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s periodic reports and other filings with the SEC, including the risk factors identified in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, available at www.sec.gov. The forward-looking statements included in this communication are made only as of the date hereof. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Additional Information and Where to Find It

This communication is being made with respect to the Merger, which constitutes a “going private transaction” subject to the requirements of Rule 13e-3 under the Securities Exchange Act of 1934, as amended. Therefore, (i) the Company will file an information statement on Schedule 14C (the “Information Statement”) with the SEC and furnish the Information Statement in definitive form to the Company’s stockholders and (ii) certain participants in the Merger will file a Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. The Company and the other participants in the Merger may also file other relevant documents with the SEC regarding the Merger. This communication is not a substitute for the Information Statement (if and when available), the Schedule 13E-3 (if and when available) or any other document that the Company or the other participants in the Merger may file with the SEC with respect to the Merger.

STOCKHOLDERS ARE URGED TO READ THE INFORMATION STATEMENT, THE SCHEDULE 13E-3, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTICIPANTS IN THE MERGER.

Stockholders will be able to obtain the Information Statement, the Schedule 13E-3, any amendment or supplements thereto, other relevant materials (when available) and other documents filed by the Company with the SEC (in each case, if and when available), free of charge, at the SEC’s website at www.sec.gov or from the Company’s website at https://ir.mistercarwash.com.

Contacts

Investor Relations
Edward Plank, Mister Car Wash, Inc.
IR@mistercarwash.com

Media
media@mistercarwash.com

FAQ

What is the take-private price for Mister Car Wash (MCW) and who is buying it?

The buyout price is $7.00 per share, paid in cash. According to the company, investment funds managed by Leonard Green & Partners will acquire all remaining public shares not already owned by its affiliates.

How much is the premium in the Leonard Green take-private deal for MCW?

The transaction carries a 29% premium to the 90-day volume-weighted average price. According to the company, that premium reflects the all-cash certainty offered to Mister Car Wash shareholders.

When will the Mister Car Wash (MCW) transaction close and will the stock remain listed?

The close is expected in the first half of 2026, subject to approvals and customary conditions. According to the company, upon closing MCW will no longer be listed on Nasdaq and will become privately held.

How much of Mister Car Wash did Leonard Green already own before the deal for MCW?

Leonard Green affiliates beneficially owned approximately 67% of outstanding common stock prior to the transaction. According to the company, LGP has been a long-term strategic partner since its 2014 investment.

Why was Mister Car Wash’s earnings call for Q4/FY2025 canceled after the MCW announcement?

The earnings call was canceled in light of the announced transaction with Leonard Green. According to the company, financial results will still be released and made available via the investor relations website.