Merger pays $5.80 per share to European Wax Center (EWCZ) stockholders

Rhea-AI Filing Summary

European Wax Center director Julia A. Hunter disposed of 55,103 shares of Class A Common Stock in a merger-related transaction. The shares were surrendered to the issuer under a merger agreement in exchange for the right to receive cash of $5.80 per share. Following this disposition to the issuer, Hunter held no shares of Class A Common Stock directly. Under the same merger agreement, each unvested restricted stock unit was cancelled and converted into a cash-based "Converted Cash Award" equal to the number of underlying Class A shares multiplied by the $5.80 per-share cash price, while keeping the original vesting conditions, including double-trigger termination protection.

Insights

Corporate actions analyst

Director’s share disposal reflects merger terms, not discretionary selling.

Director Julia A. Hunter disposed of 55,103 Class A shares of European Wax Center through a code D transaction, which is a disposition to the issuer. The footnotes state this occurred at the effective time of a merger where all Class A shares were converted into a $5.80 cash right.

This means the transaction was driven by the merger agreement, not open-market trading or personal timing decisions. Class B shares were also converted into a nominal $0.00001 cash amount per share, and unvested RSUs became cash-settled awards that retain their vesting schedules and double-trigger protection. Overall, this is a mechanical consequence of a change-of-control transaction and does not, by itself, indicate a change in the director’s view of the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hunter Julia A.

Role null

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	55,103	$5.80	$320K

Holdings After Transaction: 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.

Key Figures

Shares disposed: 55,103 shares Class A Per Share Price: $5.80 per share Class B Per Share Price: $0.00001 per share +1 more

4 metrics

Shares disposed 55,103 shares Class A Common Stock disposed to issuer at merger effective time

Class A Per Share Price $5.80 per share Cash amount for each Class A share under merger agreement

Class B Per Share Price $0.00001 per share Cash amount for each Class B share under merger agreement

Post-transaction holdings 0 shares Class A Common Stock held directly by Julia A. Hunter after disposition

Key Terms

Agreement and Plan of Merger, Class A Common Stock, Class B Common Stock, restricted stock unit, +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"

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 Common Stock financial

"each issued and outstanding share of Class A Common Stock was automatically converted into the right to receive cash"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B Common Stock financial

"Each share of Class B Common Stock that was outstanding as of immediately prior to the Effective Time was cancelled and extinguished"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

restricted stock unit financial

"each restricted stock unit ("Company RSU") that was not vested was automatically cancelled and converted"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Converted Cash Award financial

"converted into the contingent right to receive an amount (without interest) in cash (a "Converted Cash Award")"

double trigger financial

"continues to have, and is subject to, the same vesting conditions ... including "double trigger" termination protection"

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^*

Hunter Julia A.

(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)

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

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		55,103	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

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.

Remarks:

Exhibit 24.1 - Power of Attorney

	/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 did European Wax Center (EWCZ) director Julia A. Hunter report in this Form 4?

Julia A. Hunter reported disposing of 55,103 Class A Common Stock shares in a transaction with the issuer. The disposition occurred at the effective time of a merger, where these shares were converted into the right to receive $5.80 in cash per share under the merger agreement.

At what price were European Wax Center Class A shares cashed out in the merger?

Each Class A Common Stock share was converted into the right to receive $5.80 in cash, without interest. This fixed cash amount per share, called the Class A Per Share Price, was set in the Agreement and Plan of Merger described in the Form 4 footnotes.

How many European Wax Center shares does Julia A. Hunter hold after the reported transaction?

After the merger-related disposition, Julia A. Hunter held zero shares of Class A Common Stock directly. Her 55,103 shares were surrendered to the issuer at the merger’s effective time, in exchange for the cash consideration defined by the $5.80 Class A Per Share Price.

How were European Wax Center Class B Common Stock shares treated in the merger?

Each Class B Common Stock share outstanding immediately before the effective time was cancelled and converted into a cash right of $0.00001 per share. This Class B Per Share Price is specified in the merger agreement and applies uniformly to all outstanding Class B shares at that time.

What happened to unvested European Wax Center RSUs under the merger agreement?

Each unvested restricted stock unit was cancelled and replaced with a cash-settled Converted Cash Award. The award’s value equals the number of underlying Class A shares multiplied by $5.80, and it keeps the same vesting conditions and double-trigger termination protection as the original RSU.

Was Julia A. Hunter’s Form 4 transaction an open-market sale of EWCZ stock?

No, the disposition was a code D transaction to the issuer, executed under the merger agreement. Her Class A shares were automatically converted at the merger’s effective time into the right to receive $5.80 cash per share, rather than being sold on the open market.