European Wax Center (EWCZ) director’s 65,190 shares cashed out at $5.80
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
European Wax Center director Laurie Ann Goldman disposed of 65,190 shares of Class A Common Stock at $5.80 per share in a transaction classified as a disposition to the issuer, leaving her with zero directly held shares. The disposition occurred at the effective time of a merger in which each outstanding Class A share was automatically 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 cancelled and converted into cash-based “Converted Cash Awards” that keep the same vesting schedule and “double trigger” termination protection as before the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Goldman Laurie Ann
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 65,190 | $5.80 | $378K |
Holdings After Transaction:
Class A Common Stock — 0 shares (Direct, null)
Footnotes (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: 65,190 shares
Class A per-share merger price: $5.80 per share
Class B per-share merger price: $0.00001 per share
+1 more
4 metrics
Shares disposed
65,190 shares
Class A Common Stock disposed to issuer in merger
Class A per-share merger price
$5.80 per share
Cash consideration for each Class A share at effective time
Class B per-share merger price
$0.00001 per share
Cash consideration for each Class B share at effective time
Post-transaction Class A holdings
0 shares
Directly held Class A Common Stock after disposition
Key Terms
Agreement and Plan of Merger, Class A Per Share Price, Converted Cash Award, double trigger
4 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.
Converted Cash Award financial
"each restricted stock unit ("Company RSU")… was automatically cancelled and converted into the contingent right to receive an amount… in cash (a "Converted Cash Award")."
double trigger financial
"Each such Converted Cash Award… continues to have… the same vesting conditions… including "double trigger" termination protection."
FAQ
What did European Wax Center (EWCZ) director Laurie Ann Goldman report in this Form 4?
Laurie Ann Goldman reported disposing of 65,190 shares of Class A Common Stock in connection with a merger. The shares were surrendered to the issuer at a cash price of $5.80 per share, reducing her directly held shares of this class to zero.
What happened to European Wax Center (EWCZ) Class B Common Stock in the merger?
Each outstanding Class B Common Stock share was cancelled and converted into the right to receive $0.00001 in cash. This treatment effectively eliminated the Class B equity while providing a nominal cash payment per share at the merger’s effective time.
How were European Wax Center (EWCZ) unvested RSUs treated under the merger?
Each unvested restricted stock unit was cancelled and converted into a cash-based “Converted Cash Award.” The cash value equals shares underlying the RSU multiplied by $5.80 and continues under the same vesting conditions, including double-trigger termination protection.