General Atlantic takes European Wax Center (NASDAQ: EWCZ) private at $5.80

Rhea-AI Filing Summary

European Wax Center, Inc. completed its take-private acquisition by General Atlantic, with stockholders receiving $5.80 in cash for each share of Class A common stock. Class B shares received $0.00001 per share, and Opco units were cashed out at the Class A price minus the Class B price.

Concurrently, the company’s securitization platform issued $460 million of 6.40% Series 2026-1 Class A-2 senior secured notes and up to $40 million of Series 2026-1 Class A-1 variable funding notes, and prepaid about $388.1 million of 5.50% Series 2022-1 notes. European Wax Center’s Class A stock has ceased trading and will be delisted from Nasdaq, and the company plans to terminate SEC registration and reporting.

Insights

M&A and capital structure analyst

European Wax Center is taken private at $5.80 per share, with new secured debt refinancing existing notes.

The transaction moves European Wax Center from a public company to private ownership under General Atlantic. Public stockholders of Class A shares receive $5.80 per share in cash, while Class B shares are redeemed at their nominal par value, and equity awards are cashed out or converted into cash-based awards.

To support the deal, securitization entities issued $460,000,000 of fixed-rate 6.40% Series 2026-1 Class A-2 notes and up to $40,000,000 of variable funding Class A-1 notes, guaranteed and secured by substantially all assets of the securitization entities. Proceeds were used, along with equity financing and cash, to fund merger consideration and transaction costs.

At closing, about $388.1 million of 5.50% Series 2022-1 notes were prepaid, including $385,000,000 of principal and roughly $3.1 million of accrued interest, with no make-whole premium. Following completion, the company will delist from Nasdaq and intends to file Form 15 to suspend periodic SEC reporting.

8-K Event Classification

11 items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

11 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Take-private price per Class A share: $5.80 per share Class B per share price: $0.00001 per share Implied enterprise value: $640 million +5 more

8 metrics

Take-private price per Class A share $5.80 per share Cash consideration for each Class A common share at the effective time

Class B per share price $0.00001 per share Cash consideration for each Class B common share at the effective time

Implied enterprise value $640 million Implied enterprise value of the all-cash take-private transaction

Series 2026-1 Class A-2 notes $460,000,000 at 6.40% Aggregate principal amount of fixed rate senior secured notes issued

Series 2026-1 Class A-1 notes capacity Up to $40,000,000 Aggregate principal amount of variable funding senior secured notes

Prepaid Series 2022-1 notes $388.1 million Total prepayment, including $385M principal and ~$3.1M accrued interest

Fiscal 2025 network sales $947 million Sales generated by European Wax Center’s network in fiscal 2025

Annual services performed 23 million services Approximate number of services performed per year across locations

Key Terms

Amended and Restated Base Indenture, Variable Funding Senior Secured Notes, Vested Company Option, Converted Cash Award, +2 more

6 terms

Amended and Restated Base Indenture financial

"entered into the Amended and Restated Base Indenture, dated as of May 8, 2026"

Variable Funding Senior Secured Notes financial

"up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1"

Vested Company Option financial

"each outstanding Company Option ... that was vested at the Effective Time (each, a “Vested Company Option”)"

Converted Cash Award financial

"each ... Unvested Company Option was ... converted into the contingent right to receive ... a “Converted Cash Award”"

double trigger termination protection financial

"Each such Converted Cash Award ... is subject to the same vesting terms ... including “double trigger” termination protection."

Form 25 regulatory

"requested that Nasdaq ... file a Notification of Removal from Listing and/or Registration on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Understanding 8-K Material Events →

false 0001856236 --01-06 0001856236 2026-05-08 2026-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2026

EUROPEAN WAX CENTER, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40714		86-3150064
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
5830 Granite Parkway, 3rd Floor Plano, Texas				75024
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (469) 264-8123

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.00001 per share		EWCZ		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “Merger Agreement”), by and among Glow Midco, LLC, a Delaware limited liability company (“Parent”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub Inc.”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub LLC,” and together with Merger Sub Inc., the “Merger Subs”) and EWC Ventures, LLC, a Delaware limited liability company (“Opco”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “Corporate Merger”), with the Company surviving the Corporate Merger as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company and a wholly owned subsidiary of Parent (the “LLC Merger” and, together with the Corporate Merger, the “Mergers”). Capitalized terms used herein but not otherwise defined have the meanings set forth in the Merger Agreement.

Concurrently with the closing of the Mergers, indirect subsidiaries of the Company, EWC Master Issuer LLC (the “Master Issuer”) and EWC Sub Issuer LLC (the “Subnote Issuer”), entered into the Amended and Restated Base Indenture, dated as of May 8, 2026 (the “Base Indenture”), with Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as the securities intermediary, and (ii) the Series 2026-1 Supplement to the Amended and Restated Base Indenture, dated as of May 8, 2026, between the Master Issuer, the Subnote Issuer and the Trustee (the “Series Supplement” and together with the Base Indenture and any other supplement thereto, the “Indenture”), in connection with the issuance of by the Master Issuer of (a) $460,000,000 aggregate principal amount of the Series 2026-1 6.40% Fixed Rate Senior Secured Notes, Class A-2 (the “Class A-2 Notes”) and (b) up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1 (the “Class A-1 Notes” and together with the Class A-2 Notes, the “Notes”). The proceeds of the Term Loan Facility, together with equity financing and available cash on hand of the Company and its subsidiaries, were used to fund the aggregate Merger Consideration and to pay fees and expenses incurred in connection with the Mergers and the related transactions. The Indenture is fully and unconditionally guaranteed by the direct parent of the Subnote Issuer as well as the subsidiaries of the Master Issuer (collectively, the “Securitization Entities”), and is secured on a first-priority basis by perfected first-priority liens on substantially all assets of the Securitization Entities (subject to certain exclusions and exceptions). The Indenture includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.

Concurrently with the closing of the Mergers, the Master Issuer prepaid in full all outstanding Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 issued pursuant to that certain Series 2022-1 Supplement, dated as of April 6, 2022, as amended, supplemented, amended and restated or otherwise modified from time to time, by and between the Master Issuer and Citibank, N.A., as trustee, and that certain Base Indenture, dated as of April 6, 2022, as amended, supplemented, amended and restated or otherwise modified from time to time, by and between the Master Issuer and Citibank, N.A., as trustee and securities intermediary, and all pledge, security, management and other agreements and documents related thereto.

The aggregate prepayment amount was approximately $388.1 million, consisting of $385,000,000 in outstanding principal amount plus approximately $3.1 million in accrued and unpaid interest. No make-whole prepayment premium or other early termination penalty was payable in connection with the prepayment. The prepayment was funded with the net proceeds from the issuance of the Series 2026-1 Class A-2 Notes issued under an Amended and Restated Base Indenture (as described in Item 1.01 of this Current Report on Form 8-K).

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Closing of the Mergers

On the Closing Date, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, at the effective time of the Mergers (the “Effective Time”), (i) each share of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), issued and outstanding immediately prior to the effective time of the Corporate Merger, other than certain excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “Class A Per Share Price”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company Common Stock”), issued and outstanding immediately prior to the effective time of the Corporate Merger, other than certain excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $0.00001 per share of Class B Common Stock (the “Class B Per Share Price”), and (iii) each common limited liability interest in Opco issued and outstanding immediately prior to the effective time of the LLC Merger, other than certain excluded units pursuant to the terms of the Merger Agreement, was automatically cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the Class A Per Share Price less the Class B Per Share Price, in each case, payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement.

In addition, pursuant to the Merger Agreement, at the Effective Time:

(i) each outstanding Company Option that was granted under either Equity Plan and that was vested at the Effective Time, taking into account any acceleration of vesting that occurs upon the Effective Time (each, a “Vested Company Option”), was automatically and without any required action on the part of the holder thereof cancelled and converted into the right to receive an amount (without interest) in cash equal in value to (A) the total number of shares of Class A Common Stock subject to such Vested Company Option multiplied by (B) the excess, if any, of the Class A Per Share Price over the exercise price per share of Class A Common Stock underlying such Vested Company Option. Any Vested Company Option that had an exercise price per share of Class A Common Stock that was greater than or equal to the Class A Per Share Price was cancelled at the Effective Time for no consideration;

(ii) each outstanding Company Option that was not a Vested Company Option (each, an “Unvested Company Option”) was automatically and without any required action on the part of the holder thereof cancelled and converted into the contingent right to receive from Parent or the Surviving Corporation an aggregate amount (without interest) in cash (each, a “Converted Cash Award”) equal in value to (A) the total number of shares of Class A Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Class A Per Share Price over the exercise price per share of Class A Common Stock under such Unvested Company Option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting terms and conditions as applied to the corresponding Unvested Company Option immediately prior to the Effective Time, including “double trigger” termination protection. Any Unvested Company Option that had an exercise price per share of Class A Common Stock that was greater than or equal to the Class A Per Share Price was cancelled at the Effective Time for no consideration;

(iii) each Company RSU that was outstanding and vested (but not yet settled) at the Effective Time, taking into account any acceleration of vesting that occurs upon the Effective Time (each, a “Vested Company RSU”), was automatically and without any required action on the part of the holder thereof cancelled and converted into the right to receive an amount (without interest) in cash equal in value to (A) the total number of shares of Class A Common Stock subject to such Vested Company RSU immediately prior to the Effective Time multiplied by (B) the Class A Per Share Price;

(iv) each outstanding Company RSU that was not a Vested Company RSU (each, an “Unvested Company RSU”) was automatically and without any required action on the part of the holder thereof cancelled and converted into a Converted Cash Award equal in value to (A) the total number of shares of Class A Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (B) the Class A Per Share Price. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting terms and conditions as applied to the corresponding Unvested Company RSU immediately prior to the Effective Time, including “double trigger” termination protection; and

(v) each outstanding award of Company Restricted Stock that was outstanding and not vested at the Effective Time, taking into account any acceleration of vesting that occurs upon the Effective Time (each, an “Unvested Restricted Stock Award”) was automatically and without any required action on the part of the holder thereof cancelled and converted into a Converted Cash Award equal in value to (A) the total number of shares of Class A Common Stock subject to such Unvested Restricted Stock Award immediately prior to the Effective Time multiplied by (B) the Class A Per Share Price. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting terms and conditions as applied to the corresponding Unvested Restricted Stock Award immediately prior to the Effective Time.

The foregoing description of the Mergers and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2026 and incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

In connection with the closing of the Mergers, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of its intent to remove the Class A Common Stock from listing on Nasdaq and requested that Nasdaq (i) suspend trading of the Class A Common Stock on Nasdaq prior to the opening of trading on May 8, 2026 and (ii) file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Company’s securities and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 1.01, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, at the Effective Time, each of the members of the board of directors of the Company as of immediately prior to the Effective Time ceased his or her respective service as a director of the Company. Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger Sub Inc. became the directors of the Surviving Corporation.

In accordance with the terms of the Merger Agreement, at the Effective Time, the officers of Merger Sub Inc. became the officers of the Surviving Corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

At the Effective Time, (i) the Company’s Amended and Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Company’s Second Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.

Copies of the Second Amended and Restated Certificate of Incorporation of the Company and the Third Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01. Other Events.

On May 8, 2026, the Company and Parent issued a joint press release announcing the closing of the Mergers. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of February 9, 2026, by and among European Wax Center, Inc., Glow Midco, LLC, Glow Merger Sub 1, Inc., Glow Merger Sub 2, LLC, EWC Ventures, LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on February 10, 2026)
3.1		Second Amended and Restated Certificate of Incorporation of European Wax Center, Inc.
3.2		Third Amended and Restated Bylaws of European Wax Center, Inc.
99.1		Joint Press Release, dated as of May 8, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				EUROPEAN WAX CENTER, INC.
Date: May 8, 2026				By:		/s/ Christopher Morris
				Name:		Christopher Morris
				Title:		Chief Executive Officer and Chairman

Exhibit 99.1

European Wax Center Announces Completion of Take-Private by General Atlantic

Stockholders to Receive $5.80 Per Share in Cash

PLANO, Texas, May 8, 2026 – European Wax Center, Inc. (the “Company” or “European Wax Center”), a leading franchisor and operator of out-of-home waxing services in the United States, today announced the successful completion of its take-private by General Atlantic, a leading global investor, in an all-cash transaction with an implied enterprise value of approximately $640 million.

With the completion of the transaction, General Atlantic acquired 100% of the outstanding shares in European Wax Center it did not already own. European Wax Center stockholders (other than affiliates of General Atlantic) are entitled to receive $5.80 in cash for each share of European Wax Center class A common stock they owned as of the closing date. European Wax Center’s class A common stock has ceased trading and will no longer be listed on the Nasdaq Stock Market.

Advisors

Moelis & Company LLC is acting as exclusive financial advisor and Ropes & Gray LLP is acting as legal counsel to the Special Committee of the European Wax Center Board of Directors. Edelman Smithfield is acting as strategic communications advisor to European Wax Center.

BofA Securities and Guggenheim Securities are acting as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to General Atlantic.

About European Wax Center, Inc.

European Wax Center, Inc. is the leading franchisor and operator of out-of-home waxing services in the United States. European Wax Center locations perform approximately 23 million services per year, providing guests with an unparalleled, professional personal care experience administered by highly trained wax specialists within the privacy of clean, individual waxing suites. The Company continues to revolutionize the waxing industry with its innovative Comfort Wax^® formulated with the highest quality ingredients to make waxing a more efficient and relatively painless experience, along with its collection of proprietary products to help enhance and extend waxing results. By leading with its values – We Care About Each Other, We Do the Right Thing, We Delight Our Guests, and We Have Fun While Being Awesome – the Company is proud to be Certified^™ by Great Place to Work^®. European Wax Center, Inc. was founded in 2004 and is headquartered in Plano, Texas. Its network, which includes more than 1,000 centers in 44 states, generated sales of $947 million in fiscal 2025. For more information, including how to receive your first wax free, please visit: https://waxcenter.com.

About General Atlantic

General Atlantic is a leading global investor with more than four and a half decades of experience providing capital and strategic support for over 885 companies throughout its history. Established in 1980, General Atlantic continues to be a dedicated partner to visionary founders and investors seeking to build dynamic businesses and create long-term value. Guided by the conviction that entrepreneurs can be incredible agents of transformational change, the firm combines a collaborative global approach, sector specific expertise, a long-term investment horizon, and a deep understanding of growth drivers to partner with and scale innovative businesses around the world. The firm leverages its patient capital, operational expertise, and global platform to support a diversified investment platform spanning Growth Equity, Credit, Energy Transition, and Sustainable Infrastructure strategies. General Atlantic manages approximately $126 billion in assets under management, inclusive of all strategies, as of December 31, 2025, with more than 900 professionals in 20 countries across five regions. For more information on General Atlantic, please visit: www.generalatlantic.com.

Contacts

Edelman Smithfield for European Wax Center

EWCIR@edelman.com

General Atlantic

Emily Japlon

media@generalatlantic.com

FAQ

What happened to European Wax Center (EWCZ) in this transaction?

European Wax Center was taken private by General Atlantic in an all-cash deal. General Atlantic acquired all outstanding shares it did not already own, in a transaction with an implied enterprise value of about $640 million, ending European Wax Center’s status as a publicly traded company.

How much do European Wax Center (EWCZ) Class A stockholders receive per share?

Class A stockholders receive $5.80 in cash per share. Each share of Class A common stock outstanding immediately before the merger was cancelled and converted into the right to receive $5.80 in cash, without interest, subject to the terms and conditions of the merger agreement.

What financing did European Wax Center use to support the take-private deal?

New Series 2026-1 securitization notes were issued to support the deal. The Master Issuer issued $460,000,000 of 6.40% fixed-rate Class A-2 notes and up to $40,000,000 of variable funding Class A-1 notes, guaranteed and secured by substantially all securitization entity assets.

What existing European Wax Center debt was repaid in connection with the merger?

The company prepaid its Series 2022-1 Class A-2 notes in full. About $388.1 million was paid, including $385,000,000 of principal and roughly $3.1 million of accrued interest, with no make-whole premium or early termination penalty required.

What happens to EWCZ stock on the Nasdaq after the take-private transaction?

European Wax Center’s Class A common stock has ceased trading and will be delisted. The company requested Nasdaq suspend trading and file Form 25 to remove the listing. It also plans to file Form 15 to deregister its securities and end periodic SEC reporting.

How were European Wax Center (EWCZ) employee equity awards treated in the merger?

Vested options and RSUs were cashed out, while unvested awards became cash-based. In-the-money vested options and vested RSUs converted to cash based on the $5.80 Class A price, and unvested options, RSUs and restricted stock became cash awards with the same vesting, including double-trigger protections.

What is the scale of European Wax Center’s business after going private?

European Wax Center remains a large franchised waxing network in the U.S. Its more than 1,000 centers in 44 states perform approximately 23 million services per year and generated about $947 million in sales in fiscal 2025, according to the company’s description.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 6.7 KB

Other Documents

• EX-3.1 EX-3.1 21.9 KB
• EX-3.2 EX-3.2 55.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB