[Form 4] European Wax Center, Inc. Insider Trading Activity

Rhea-AI Filing Summary

European Wax Center, Inc. director Dorvin D. Lively disposed of 84,690 shares of Class A Common Stock in a transaction with the issuer. The shares were canceled in connection with a merger in which each Class A share was automatically converted into the right to receive $5.80 in cash. Under the same merger agreement, each Class B share became entitled to $0.00001 in cash, and unvested restricted stock units were converted into cash-based awards that keep their existing vesting and double-trigger protection. Following this transaction, Lively reported holding zero shares of Class A Common Stock directly.

Insights

Equity compensation and M&A specialist

Director’s shares were cashed out as part of a merger, not via an open-market sale.

The Form 4 shows director Dorvin D. Lively disposing of 84,690 Class A shares at $5.80 per share through a disposition to the issuer. Footnotes explain this occurred under a merger agreement where all outstanding Class A stock was converted into a fixed cash amount per share at the merger’s effective time.

This makes the transaction a compulsory cash-out tied to the change of control, rather than a discretionary trade signaling the director’s view of the stock. The filing also notes that unvested RSUs were replaced with cash-based awards that retain prior vesting and double-trigger provisions, indicating continued payout dependence on future service or qualifying termination events after February 9, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LIVELY DORVIN D

Role null

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	84,690	$5.80	$491K

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: 84,690 shares Class A per share cash price: $5.80 per share Class B per share cash price: $0.00001 per share +2 more

5 metrics

Shares disposed 84,690 shares Class A Common Stock disposed to issuer under merger

Class A per share cash price $5.80 per share Cash consideration for each Class A share at Effective Time

Class B per share cash price $0.00001 per share Cash consideration for each Class B share at Effective Time

Shares after transaction 0 shares Director’s direct Class A holdings following disposition

Transaction date May 8, 2026 Effective date of Form 4-reported disposition

Key Terms

Agreement and Plan of Merger, Effective Time, Class A Per Share Price, Class B Per Share Price, +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 was automatically converted"

Class A Per Share Price financial

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

Class B Per Share Price financial

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

restricted stock unit financial

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

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.

double trigger financial

"Each such Converted Cash Award so assumed and converted continues to have 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^*

LIVELY DORVIN D

(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		84,690	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 Dorvin D. Lively report on this Form 4?

Dorvin D. Lively reported a disposition of 84,690 Class A shares of European Wax Center. The shares were surrendered to the issuer under a merger agreement, rather than sold on the open market, and were converted into the right to receive $5.80 per share in cash.

Was the EWCZ director’s Form 4 transaction a market sale of shares?

No, the Form 4 describes a disposition to the issuer, not a market sale. The shares were automatically canceled at the merger’s effective time and converted into a fixed cash payment per share as specified in the merger agreement, rather than traded on a stock exchange.

What consideration did EWCZ Class A and Class B shareholders receive in the merger?

Each Class A share was converted into the right to receive $5.80 in cash. Each Class B share was converted into the right to receive $0.00001 per share in cash. These amounts were set in the merger agreement and paid without interest to former stockholders.

How were EWCZ restricted stock units (RSUs) treated in the merger?

Each unvested Company RSU was canceled and converted into a cash-based “Converted Cash Award.” The cash value equals the number of Class A shares underlying the RSU multiplied by $5.80. These awards keep the same vesting schedule and include double-trigger termination protection after the merger.

What is the director’s EWCZ Class A shareholding after this Form 4 transaction?

Following the reported disposition, Dorvin D. Lively’s direct holdings of Class A Common Stock are listed as zero shares. This reflects that his previously held Class A shares were fully canceled and converted into the agreed cash consideration at the merger’s effective time.

Which entities were involved in the merger affecting European Wax Center (EWCZ) shares?

The merger agreement involves Glow Midco, LLC as Parent, two wholly owned subsidiaries (Glow Merger Sub 1, Inc. and Glow Merger Sub 2, LLC), European Wax Center, Inc., and EWC Ventures, LLC. The structure includes mergers into the company and its operating subsidiary.