Director’s 36,221 European Wax Center (EWCZ) shares cashed out at $5.80

Rhea-AI Filing Summary

European Wax Center director Scott Nital P. reported a disposition of 36,221 shares of Class A Common Stock on May 8, 2026. These shares were surrendered to the company at $5.80 per share under a previously agreed merger, leaving him with no directly held shares after the transaction.

The footnotes explain that, at the merger’s effective time, each outstanding Class A share was converted into the right to receive $5.80 in cash, and each Class B share into $0.00001 in cash. Unvested restricted stock units were converted into cash-based awards that keep the same vesting and double-trigger protection terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Scott Nital P.

Role null

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	36,221	$5.80	$210K

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: 36,221 shares Per-share cash price, Class A: $5.80 per share Holdings after transaction: 0 shares +2 more

5 metrics

Shares disposed 36,221 shares Class A Common Stock disposed on May 8, 2026

Per-share cash price, Class A $5.80 per share Merger consideration for each Class A Common share

Holdings after transaction 0 shares Total Class A shares directly held after disposition

Per-share cash price, Class B $0.00001 per share Merger consideration for each Class B Common share

RSU cash award basis Shares × $5.80 Value formula for Converted Cash Awards replacing unvested RSUs

Key Terms

Agreement and Plan of Merger, Effective Time, restricted stock unit, Converted Cash Award, +1 more

5 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..."

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

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

double trigger termination protection financial

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

Scott Nital P.

(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		36,221	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 insider transaction did European Wax Center (EWCZ) disclose?

European Wax Center reported director Scott Nital P. disposed of 36,221 Class A Common shares. The shares were surrendered to the issuer for $5.80 per share in connection with a merger, reducing his directly held position to zero after completion.

How many European Wax Center (EWCZ) shares were involved and at what price?

The Form 4 shows 36,221 Class A Common Stock shares were disposed of at $5.80 per share. This price reflects the cash consideration set in the merger agreement for each outstanding Class A share at the effective time of the transaction.

What happened to European Wax Center (EWCZ) Class A and Class B shares in the merger?

At the merger’s effective time, each European Wax Center Class A share became the right to receive $5.80 in cash. Each Class B share was converted into the right to receive $0.00001 in cash, reflecting different economic terms between the two share classes.

How did the merger affect European Wax Center (EWCZ) restricted stock units?

Each unvested European Wax Center restricted stock unit was cancelled and converted into a contingent cash award. The award’s value equals the underlying Class A shares multiplied by $5.80 and maintains the same vesting schedule and double-trigger termination protection as the original RSU.

Does director Scott Nital P. still hold European Wax Center (EWCZ) Class A shares after this transaction?

Following the reported disposition, director Scott Nital P. is shown with zero directly held Class A shares. His 36,221 shares were converted into the merger cash consideration at $5.80 per share, eliminating his direct equity position in that class.