European Wax Center (EWCZ) CDO exits equity as cash merger pays $5.80

Rhea-AI Filing Summary

European Wax Center, Inc. chief development officer Kurtis Matthew Smith reported disposing of 95,000 shares of Class A Common Stock at $5.80 per share in connection with a cash merger.

Footnotes explain that, at the merger’s effective time, each Class A share converted into the right to receive $5.80 in cash, while certain employee stock options covering 100,000 shares at $12.00, 100,000 shares at $9.00, and 150,000 shares at $4.69 were either converted into contingent cash awards or cancelled under the Merger Agreement. Following these transactions, Smith reported zero remaining shares and options in this filing.

Insights

Equity compensation & M&A specialist

Insider equity was cashed out or cancelled as part of a completed cash merger.

The filing shows Kurtis Matthew Smith, chief development officer of European Wax Center, disposing of common shares and employee stock options due to a cash merger. Each Class A share became a right to receive $5.80 in cash, aligning insider treatment with other shareholders.

Unvested RSUs and in‑the‑money options were converted into contingent cash awards that keep prior vesting terms, while options with exercise prices at or above the $5.80 Class A Per Share Price were cancelled for no consideration. From an investment thesis perspective, these are mechanical merger-related adjustments rather than discretionary trading, so the informational signal about insider sentiment is limited.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider SMITH KURTIS MATTHEW

Role CHIEF DEVELOPMENT OFFICER

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (right to buy)	150,000	$0.00	--
Disposition	Employee Stock Option (right to buy)	100,000	$0.00	--
Disposition	Employee Stock Option (right to buy)	100,000	$0.00	--
Disposition	Class A Common Stock	95,000	$5.80	$551K

Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. Represents securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), dated February 9, 2026, by and among (i) Glow Midco, LLC, a Delaware limited liability company ("Parent"), (ii) Glow Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub Inc."), (iii) Glow Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub LLC"), (iv) European Wax Center, Inc., a Delaware corporation (the "Company") and (v) EWC Ventures, LLC, a Delaware limited liability company ("Opco"), under which (i) Merger Sub Inc. was merged with and into the Company, with the Company continuing as the surviving corporation and (ii) Merger Sub LLC was merged with and into Opco, with Opco continuing as the surviving limited liability company. At the effective time of the Merger (the "Effective Time"), (Continued from footnote 1) each issued and outstanding share of Class A Common Stock was automatically converted into the right to receive cash in an amount equal to $5.80, without interest thereon (the "Class A Per Share Price"). Each share of Class B Common Stock that was outstanding as of immediately prior to the Effective Time was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $0.00001 per share (the "Class B Per Share Price"). Under the Merger Agreement, at the Effective Time, each restricted stock unit ("Company RSU") that was not vested was automatically cancelled and converted into the contingent right to receive an amount (without interest) in cash (a "Converted Cash Award") equal in value to the product of (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. (Continued from footnote 2) Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as the corresponding Company RSU immediately prior to the Effective Time, including "double trigger" termination protection. Under the Merger Agreement, at the Effective Time, each option to purchase shares of Class A Common Stock (a "Company Option") reported in this row was automatically cancelled and converted into the contingent right to receive 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 Company Option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the terms and conditions as the applicable Company Option (including vesting conditions). Under the Merger Agreement, at the Effective Time, each Company Option that was reported in this row had an exercise price per share of Class A Common Stock that was greater than or equal to the Class A Per Share Price and was therefore cancelled at the Effective Time for no consideration.

Key Figures

Class A shares disposed: 95,000 shares Class A Per Share Price: $5.80 per share Class B Per Share Price: $0.00001 per share +4 more

7 metrics

Class A shares disposed 95,000 shares Converted to cash at merger effective time

Class A Per Share Price $5.80 per share Cash consideration for each Class A share in merger

Class B Per Share Price $0.00001 per share Cash consideration for each Class B share in merger

Options at $12.00 100,000 options Employee stock options disposed under Merger Agreement

Options at $9.00 100,000 options Employee stock options disposed under Merger Agreement

Options at $4.69 150,000 options Employee stock options disposed under Merger Agreement

Post-transaction holdings 0 shares, 0 options Total reported holdings after merger-related dispositions

Key Terms

Agreement and Plan of Merger, Class A Per Share Price, Class B Per Share Price, Converted Cash Award, +2 more

6 terms

Agreement and Plan of Merger regulatory

"Represents securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), dated February 9, 2026, by and among..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Class A Per Share Price financial

"each issued and outstanding share of Class A Common Stock was automatically converted into the right to receive cash in an amount equal to $5.80... (the "Class A Per Share Price")."

Class B Per Share Price financial

"Each share of Class B Common Stock... converted into the right to receive cash in an amount equal to $0.00001 per share (the "Class B Per Share Price")."

Converted Cash Award financial

"each restricted stock unit... was automatically cancelled and converted into the contingent right to receive an amount... in cash (a "Converted Cash Award")."

double trigger termination protection financial

"Each such Converted Cash Award... continues to have... the same vesting conditions... including "double trigger" termination protection."

Company Option financial

"each option to purchase shares of Class A Common Stock (a "Company Option") reported in this row was automatically cancelled and converted..."

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH KURTIS MATTHEW

(Last) (First) (Middle)

5830 GRANITE PARKWAY, 3RD FLOOR

(Street)

PLANO TEXAS 75024

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
European Wax Center, Inc. [ EWCZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF DEVELOPMENT OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/08/2026		D		95,000	D	$5.8(1)(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$4.69	05/08/2026		D			150,000	(4)	(4)	Class A Common Stock	150,000	(4)	0	D
Employee Stock Option (right to buy)	$9	05/08/2026		D			100,000	(5)	(5)	Class A Common Stock	100,000	(5)	0	D
Employee Stock Option (right to buy)	$12	05/08/2026		D			100,000	(5)	(5)	Class A Common Stock	100,000	(5)	0	D

Explanation of Responses:

1. Represents securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), dated February 9, 2026, by and among (i) Glow Midco, LLC, a Delaware limited liability company ("Parent"), (ii) Glow Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub Inc."), (iii) Glow Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub LLC"), (iv) European Wax Center, Inc., a Delaware corporation (the "Company") and (v) EWC Ventures, LLC, a Delaware limited liability company ("Opco"), under which (i) Merger Sub Inc. was merged with and into the Company, with the Company continuing as the surviving corporation and (ii) Merger Sub LLC was merged with and into Opco, with Opco continuing as the surviving limited liability company. At the effective time of the Merger (the "Effective Time"),

2. (Continued from footnote 1) each issued and outstanding share of Class A Common Stock was automatically converted into the right to receive cash in an amount equal to $5.80, without interest thereon (the "Class A Per Share Price"). Each share of Class B Common Stock that was outstanding as of immediately prior to the Effective Time was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $0.00001 per share (the "Class B Per Share Price"). Under the Merger Agreement, at the Effective Time, each restricted stock unit ("Company RSU") that was not vested was automatically cancelled and converted into the contingent right to receive an amount (without interest) in cash (a "Converted Cash Award") equal in value to the product of (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.

3. (Continued from footnote 2) Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as the corresponding Company RSU immediately prior to the Effective Time, including "double trigger" termination protection.

4. Under the Merger Agreement, at the Effective Time, each option to purchase shares of Class A Common Stock (a "Company Option") reported in this row was automatically cancelled and converted into the contingent right to receive 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 Company Option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the terms and conditions as the applicable Company Option (including vesting conditions).

5. Under the Merger Agreement, at the Effective Time, each Company Option that was reported in this row had an exercise price per share of Class A Common Stock that was greater than or equal to the Class A Per Share Price and was therefore cancelled at the Effective Time for no consideration.

	/s/ Thomas Kim, Attorney-in-Fact	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did European Wax Center (EWCZ) report for Kurtis Matthew Smith?

European Wax Center reported its chief development officer, Kurtis Matthew Smith, disposed of 95,000 Class A Common shares. The shares were converted into the right to receive cash as part of a merger, rather than sold in an open-market transaction.

At what price were Kurtis Matthew Smith’s European Wax Center Class A shares cashed out?

Each Class A Common share was converted into the right to receive $5.80 in cash. This fixed cash amount per share was set in the Merger Agreement and applied to all issued and outstanding Class A shares at the effective time of the merger.

What happened to European Wax Center employee stock options held by Kurtis Matthew Smith?

Employee stock options covering 100,000 shares at $12.00, 100,000 shares at $9.00, and 150,000 shares at $4.69 were disposed. Under the Merger Agreement, in‑the‑money options converted into contingent cash awards, while options with exercise prices at or above $5.80 were cancelled.

How were European Wax Center Class B shares treated in the merger involving EWCZ?

Each Class B Common share was converted into the right to receive $0.00001 in cash. This treatment contrasts with Class A shares, which received $5.80 per share, reflecting different economic rights embedded in the two share classes under the merger terms.

Did Kurtis Matthew Smith retain any European Wax Center shares or options after this Form 4?

The Form 4 shows zero shares and zero options reported as owned following the transactions. His equity stake was effectively eliminated through cash conversion of Class A shares and the cancellation or cash-settlement of employee stock options at the merger’s effective time.

How were European Wax Center restricted stock units treated under the merger for EWCZ insiders?

Unvested restricted stock units were cancelled and replaced with Converted Cash Awards. Each award equals shares subject to the RSU multiplied by the $5.80 Class A Per Share Price and continues under the same vesting conditions, including specified double-trigger termination protection.