European Wax (EWCZ) CFO equity cashed out and options cleared in merger

Rhea-AI Filing Summary

European Wax Center, Inc. chief financial officer Thomas C. Kim reported disposing of his equity in connection with a merger. He surrendered 187,825 shares of Class A Common Stock, which were converted into the right to receive $5.80 per share in cash under the merger terms.

On the same date, Kim also disposed of employee stock options covering 212,500 shares at a $12.00 exercise price, 212,500 shares at $9.00, and 310,000 shares at $3.51 per share. Under the Merger Agreement, in-the-money options were converted into cash-based awards and options with exercise prices at or above the $5.80 Class A per share price were cancelled, leaving him with no reported remaining shares or options.

Insights

Equity compensation analyst

CFO’s equity was cashed out or cancelled as part of a merger.

The filing shows Thomas C. Kim, CFO of European Wax Center, Inc., participating in standard merger clean-up of equity. His 187,825 Class A shares were converted into cash rights at $5.80 per share, matching the Class A Per Share Price in the Merger Agreement.

Employee stock options over 735,000 underlying shares, with exercise prices of $12.00, $9.00, and $3.51, were all disposed to the issuer. The Merger Agreement states that options with exercise prices below $5.80 convert into cash awards, while those at or above $5.80 are cancelled for no consideration. The Form 4 reflects these mechanics and leaves no remaining options in the derivative summary.

This activity is merger-driven rather than open-market trading, so it carries limited signaling value about the CFO’s view of the company. It primarily documents how his share and option awards were treated at the Effective Time of the transaction.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Kim Thomas C.

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (right to buy)	310,000	$0.00	--
Disposition	Employee Stock Option (right to buy)	212,500	$0.00	--
Disposition	Employee Stock Option (right to buy)	212,500	$0.00	--
Disposition	Class A Common Stock	187,825	$5.80	$1.09M

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: 187,825 shares Class A Per Share Price: $5.80 per share Options at $12.00: 212,500 options +4 more

7 metrics

Class A shares disposed 187,825 shares Converted into cash rights at $5.80 per share under merger

Class A Per Share Price $5.80 per share Cash amount for each Class A Common share at Effective Time

Options at $12.00 212,500 options Employee Stock Options with $12.00 exercise price disposed to issuer

Options at $9.00 212,500 options Employee Stock Options with $9.00 exercise price disposed to issuer

Options at $3.51 310,000 options Employee Stock Options with $3.51 exercise price disposed to issuer

Class B Per Share Price $0.00001 per share Cash amount for each Class B Common share at Effective Time

Dispose transactions 4 transactions All reported as dispositions to issuer on May 8, 2026

Key Terms

Agreement and Plan of Merger, Effective Time, Class A 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..."

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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Class A Common Stock..."

Class A Per Share Price financial

"cash in an amount equal to $5.80, without interest thereon (the "Class A Per Share Price")."

Converted Cash Award financial

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

restricted stock unit ("Company RSU") financial

"each restricted stock unit ("Company RSU") that was not vested was automatically cancelled and converted into the contingent right to receive..."

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^*

Kim Thomas C.

(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 FINANCIAL 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		187,825	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)	$3.51	05/08/2026		D			310,000	(4)	(4)	Class A Common Stock	310,000	(4)	0	D
Employee Stock Option (right to buy)	$9	05/08/2026		D			212,500	(5)	(5)	Class A Common Stock	212,500	(5)	0	D
Employee Stock Option (right to buy)	$12	05/08/2026		D			212,500	(5)	(5)	Class A Common Stock	212,500	(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	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) CFO Thomas C. Kim report in this Form 4?

He reported disposing of his equity as part of a merger. This included 187,825 Class A Common shares converted into cash at $5.80 per share and multiple employee stock option grants that were either converted into cash awards or cancelled under the Merger Agreement.

How many European Wax Center Class A shares were affected and at what price?

The Form 4 shows 187,825 Class A Common shares disposed to the issuer. Under the Merger Agreement, each Class A share was automatically converted into the right to receive cash equal to $5.80 per share, without interest, at the Effective Time of the merger.

What happened to Thomas C. Kim’s European Wax Center stock options?

He disposed of options over 212,500 shares at $12.00, 212,500 shares at $9.00, and 310,000 shares at $3.51. The Merger Agreement provides that in-the-money options convert into cash awards, while options with exercise prices at or above $5.80 are cancelled.

Does the Form 4 show any remaining European Wax Center holdings for the CFO?

The filing reports zero total shares following the transaction and an empty derivative summary. This indicates no remaining Class A Common Stock or employee stock options are reported for Thomas C. Kim after the merger-related dispositions described in this Form 4.

How were European Wax Center Class B shares and RSUs treated in the merger?

Each Class B Common share was converted into cash of $0.00001 per share. Unvested restricted stock units were cancelled and replaced with cash-based Converted Cash Awards equal to the number of underlying Class A shares multiplied by the $5.80 Class A Per Share Price, keeping the original vesting conditions and double-trigger protection.

What is a Converted Cash Award in the European Wax Center merger?

A Converted Cash Award is a cash right created under the Merger Agreement. For unvested RSUs and certain options, it equals the underlying Class A share count multiplied by the relevant cash value, such as the $5.80 Class A Per Share Price minus the option’s exercise price, while preserving vesting conditions.