[10-Q] Mister Car Wash, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Mister Car Wash (MCW) reported Q3 2025 results with net revenues of $263,417 and net income of $27,411. Diluted EPS was $0.08. Adjusted EBITDA reached $86,792 with a 32.9% margin, reflecting steady operating performance.

For the first nine months, net revenues were $790,488 and net income was $83,006, supported by $225,733 in operating cash flow. The company ended the quarter with 527 locations, comparable store sales growth of 3.1%, and approximately 2,227 thousand Unlimited Wash Club members, which contributed 77% of total wash sales. Long‑term debt, net, was $827,231, and cash and cash equivalents were $35,652. As of October 23, 2025, 327,568,371 shares were outstanding.

Insights

Equity analyst - consumer services

Solid Q3 with stable margins and subscription strength.

Mister Car Wash delivered Q3 net revenues of $263,417 and net income of $27,411, with diluted EPS of $0.08. Adjusted EBITDA was $86,792 at a 32.9% margin, indicating disciplined costs alongside modest revenue expansion.

Membership remains a key driver: Unlimited Wash Club reached about 2,227 thousand members, accounting for 77% of total wash sales, helping smooth demand and support pricing. Comparable store sales growth of 3.1% complements unit growth to lift revenue.

Liquidity and leverage appear manageable with operating cash flow of $225,733 year‑to‑date and long‑term debt, net, at $827,231. Actual impact depends on continued membership retention and unit additions; subsequent filings may detail integration of the five-location acquisition on October 20, 2025.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40542

Mister Car Wash, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	47-1393909
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
222 E. 5th Street, Tucson, Arizona	85705
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (520) 615-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		MCW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 23, 2025, the registrant had 327,568,371 shares of common stock, $0.01 par value per share, outstanding.

MISTER CAR WASH, INC.

TABLE OF CONTENTS

Forward-Looking Statements			2
PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited):	3
		Consolidated Statements of Operations and Comprehensive Income	3
		Consolidated Statements of Cash Flows	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Stockholders' Equity	6
		Notes to Consolidated Financial Statements	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.		Controls and Procedures	27
PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	28
Item 1A.		Risk Factors	28
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.		Defaults Upon Senior Securities	28
Item 4.		Mine Safety Disclosures	28
Item 5.		Other Information	28
Item 6.		Exhibits	29
Signatures			30

1

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of present and historical facts contained in this Quarterly Report on Form 10-Q, including without limitation, statements regarding our future results of operations and financial position, business strategy and approach are forward-looking. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would” or the negative thereof or comparable terminology.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q due to various factors, including, but not limited to, those identified in Part I. Item 1A. “Risk Factors” and in Part II. Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) and in Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.

You are cautioned not to place undue reliance on such forward-looking statements. In addition, even if actual results are consistent with the forward-looking statements included elsewhere in this Quarterly Report on Form 10-Q, they may not be indicative of results or developments in future periods.

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q.

As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Mister Car Wash,” “Mister,” the “Company,” “we,” “us,” and “our,” refer to Mister Car Wash, Inc. and its subsidiaries on a consolidated basis.

2

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Mister Car Wash, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
(Amounts in thousands, except share and per share data)		2025				2024				2025				2024
Net revenues		$	263,417			$	249,329			$	790,488			$	743,555
Costs and expenses
Cost of labor and chemicals			76,581				73,617				227,460				217,966
Other store operating expenses			109,531				102,607				328,048				298,953
General and administrative			22,693				25,436				72,465				80,058
(Gain) loss on sale of assets, net			2,759				(1,916	)			3,549				(552	)
Total costs and expenses			211,564				199,744				631,522				596,425
Operating income			51,853				49,585				158,966				147,130
Other (income) expense
Interest expense, net			14,054				20,653				45,249				60,931
Loss on extinguishment of debt			—				—				—				1,882
Other income			—				—				(21	)			(5,189	)
Total other expense, net			14,054				20,653				45,228				57,624
Income before taxes			37,799				28,932				113,738				89,506
Income tax provision			10,388				6,590				30,732				28,436
Net income		$	27,411			$	22,342			$	83,006			$	61,070
Other comprehensive income, net of tax
Gain (loss) on interest rate swap			(266	)			—				84				—
Total comprehensive income		$	27,145			$	22,342			$	83,090			$	61,070
Earnings per share
Basic		$	0.08			$	0.07			$	0.25			$	0.19
Diluted		$	0.08			$	0.07			$	0.25			$	0.19
Weighted-average common shares outstanding
Basic			327,389,467				321,917,525				325,728,763				319,067,596
Diluted			332,359,175				329,299,326				331,899,189				329,222,641

See accompanying notes to consolidated financial statements.

3

Table of Contents

Mister Car Wash, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
(Amounts in thousands)	2025				2024
Cash flows from operating activities
Net income	$	83,006			$	61,070
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense		65,055				61,038
Stock-based compensation expense		19,893				18,843
(Gain) loss on sale of assets, net		3,549				(552	)
Loss on extinguishment of debt		—				1,882
Amortization of deferred debt issuance costs		865				961
Non-cash lease expense		41,198				36,557
Deferred income tax		28,785				25,842
Changes in assets and liabilities
Accounts receivable, net		(1,888	)			3,469
Other receivables		1,372				(7,012	)
Inventory, net		344				3,461
Prepaid expenses and other current assets		1,509				(605	)
Accounts payable		7,692				11,629
Accrued expenses		7,242				11,850
Deferred revenue		2,704				1,954
Operating lease liability		(35,875	)			(31,811	)
Other noncurrent assets and liabilities		282				264
Net cash provided by operating activities	$	225,733			$	198,840
Cash flows from investing activities
Purchases of property and equipment		(178,654	)			(259,896	)
Proceeds from sale of property and equipment		6,851				36,431
Net cash used in investing activities	$	(171,803	)		$	(223,465	)
Cash flows from financing activities
Proceeds from issuance of common stock under employee plans		4,116				3,742
Payments of tax withholding on option exercises		—				(19,290	)
Proceeds from debt borrowings		—				925,000
Proceeds from revolving line of credit		—				186,000
Payments on debt borrowings		(89,307	)			(903,513	)
Payments on revolving line of credit		—				(164,000	)
Payments of deferred debt issuance costs		—				(5,257	)
Principal payments on finance lease obligations		(585	)			(552	)
Net cash provided by (used in) financing activities	$	(85,776	)		$	22,130
Net change in cash and cash equivalents and restricted cash during period		(31,846	)			(2,495	)
Cash and cash equivalents and restricted cash at beginning of period		67,612				19,119
Cash and cash equivalents and restricted cash at end of period	$	35,766			$	16,624
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents		35,652				16,478
Restricted cash, included in prepaid expenses and other current assets		114				146
Total cash, cash equivalents, and restricted cash	$	35,766			$	16,624
Supplemental disclosure of cash flow information
Cash paid for interest	$	46,730			$	60,436
Cash paid for income taxes	$	2,296			$	2,267
Supplemental disclosure of non-cash investing and financing activities
Property and equipment in accounts payable	$	9,285			$	17,352
Property and equipment accrued in other accrued expenses	$	3,817			$	—
Stock option exercise proceeds in other receivables	$	—			$	1

See accompanying notes to consolidated financial statements.

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Mister Car Wash, Inc.

Consolidated Balance Sheets

(Unaudited)

		As of
(Amounts in thousands, except share and per share data)		September 30, 2025				December 31, 2024
Assets
Current assets
Cash and cash equivalents		$	35,652			$	67,463
Accounts receivable, net			2,679				791
Other receivables			14,451				13,518
Inventory, net			5,384				5,728
Prepaid expenses and other current assets			10,598				11,590
Total current assets			68,764				99,090
Property and equipment, net			915,508				814,600
Operating lease right of use assets, net			901,631				924,896
Other intangible assets, net			111,119				112,507
Goodwill			1,134,734				1,134,734
Other assets			11,174				15,969
Total assets		$	3,142,930			$	3,101,796
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		$	36,084			$	30,020
Accrued payroll and related expenses			30,164				27,116
Other accrued expenses			37,626				39,162
Current maturities of long-term debt			—				6,920
Current maturities of operating lease liability			52,330				48,986
Current maturities of finance lease liability			857				804
Deferred revenue			36,664				33,960
Total current liabilities			193,725				186,968
Long-term debt, net			827,231				909,094
Operating lease liability			871,296				890,613
Financing lease liability			12,575				13,262
Deferred tax liabilities, net			130,554				101,741
Other long-term liabilities			2,392				1,766
Total liabilities			2,037,773				2,103,444
Stockholders’ equity
Common stock, $0.01 par value, 1,000,000,000 shares authorized,    327,532,052 and 323,693,863 shares outstanding as of    September 30, 2025 and December 31, 2024, respectively			3,281				3,242
Additional paid-in capital			853,940				830,264
Accumulated other comprehensive income			84				—
Retained earnings			247,852				164,846
Total stockholders’ equity			1,105,157				998,352
Total liabilities and stockholders’ equity		$	3,142,930			$	3,101,796

See accompanying notes to consolidated financial statements.

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Mister Car Wash, Inc.

Consolidated Statements of Stockholders’ Equity

(Amounts in thousands, except share and per share data)

(Unaudited)

Nine Months Ended September 30, 2025

	Common Stock								Additional Paid-in Capital				Accumulated Other Comprehensive Income				Retained Earnings				Stockholders’ Equity
	Shares				Amount
Balance as of December 31, 2024		323,693,863			$	3,242			$	830,264			$	—			$	164,846			$	998,352
Stock-based compensation expense		—				—				6,843				—				—				6,843
Vesting of restricted stock units		137,425				1				(1	)			—				—				—
Exercise of stock options		983,150				11				1,689				—				—				1,700
Net income		—				—				—				—				27,000				27,000
Balance as of March 31, 2025		324,814,438			$	3,254			$	838,795			$	—			$	191,846			$	1,033,895
Stock-based compensation expense		—				—				6,477				—				—				6,477
Issuance of common stock under employee plans		188,893				2				1,233				—				—				1,235
Vesting of restricted stock units		1,697,973				17				(17	)			—				—				—
Exercise of stock options		556,243				5				426				—				—				431
Gain on interest rate swap		—				—				—				350				—				350
Net income		—				—				—				—				28,595				28,595
Balance as of June 30, 2025		327,257,547			$	3,278			$	846,914			$	350			$	220,441			$	1,070,983
Stock-based compensation expense		—				—				6,573				—				—				6,573
Exercise of stock options		274,505				3				453				—				—				456
Loss on interest rate swap		—				—				—				(266	)			—				(266	)
Net income		—				—				—				—				27,411				27,411
Balance as of September 30, 2025		327,532,052			$	3,281			$	853,940			$	84			$	247,852			$	1,105,157

Nine Months Ended September 30, 2024

	Common Stock								Additional Paid-in Capital				Accumulated Other Comprehensive Income				Retained Earnings				Stockholders’ Equity
	Shares				Amount
Balance as of December 31, 2023		315,192,401			$	3,157			$	817,271			$	—			$	94,607			$	915,035
Stock-based compensation expense		—				—				6,246				—				—				6,246
Vesting of restricted stock units		139,409				1				(1	)			—				—				—
Exercise of stock options		4,116,291				42				704				—				—				746
Tax withholding on option exercises		(1,613,019	)			(16	)			(9,924	)			—				—				(9,940	)
Net income		—				—				—				—				16,637				16,637
Balance as of March 31, 2024		317,835,082			$	3,184			$	814,296			$	—			$	111,244			$	928,724
Stock-based compensation expense		—				—				5,906				—				—				5,906
Issuance of common stock under employee plans		232,136				2				1,411				—				—				1,413
Vesting of restricted stock units		1,114,106				11				(11	)			—				—				—
Exercise of stock options		3,599,539				36				625				—				—				661
Tax withholding on option exercises		(1,385,675	)			(13	)			(9,382	)			—				—				(9,395	)
Net income		—				—				—				—				22,091				22,091
Balance as of June 30, 2024		321,395,188			$	3,220			$	812,845			$	—			$	133,335			$	949,400
Stock-based compensation expense		—				—				6,691				—				—				6,691
Exercise of stock options		843,952				8				962				—				—				970
Net income		—				—				—				—				22,342				22,342
Balance as of September 30, 2024		322,239,140			$	3,228			$	820,498			$	—			$	155,677			$	979,403

See accompanying notes to consolidated financial statements.

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Mister Car Wash, Inc.

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data)

(Unaudited)

1. Nature of Business

Mister Car Wash, Inc., a Delaware corporation, together with its subsidiaries (collectively, “we,” “us,” “our” or the “Company”), is based in Tucson, Arizona and is a provider of conveyorized car wash services. We primarily operate Express Exterior Locations, which offer express exterior cleaning services along with free vacuum services, and interior cleaning services at select locations. As of September 30, 2025, we operated 527 car washes in 21 states.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in the 2024 Form 10-K.

The consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Such adjustments are of a normal and recurring nature. The consolidated results of operations and comprehensive income for the three and nine months ended September 30, 2025 are not necessarily indicative of the consolidated results of operations and comprehensive income that may be expected for any other future interim or annual period.

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that we have made pertain to the determination of deferred tax assets and liabilities and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates.

Accounts Receivable, Net

Accounts receivable are presented net of an allowance for doubtful accounts of $148 and $123 as of September 30, 2025 and December 31, 2024, respectively. The activity in the allowance for doubtful accounts was immaterial for the three and nine months ended September 30, 2025 and 2024.

Other Receivables

Other receivables consisted of the following for the periods presented:

		As of
		September 30, 2025				December 31, 2024
Payroll tax withholding and exercise proceeds receivable		$	—			$	834
Construction receivable			4,174				4,584
Income tax receivable			1,193				1,864
Insurance receivable			5,341				4,250
Other			3,743				1,986
Total other receivables		$	14,451			$	13,518

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Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following for the periods presented:

		As of
		September 30, 2025				December 31, 2024
Spare parts		$	3,929			$	4,801
Prepaid insurance			1,873				2,658
Other			4,796				4,131
Total prepaid expenses and other current assets		$	10,598			$	11,590

Inventory, Net

Inventory consisted of the following for the periods presented:

		As of
		September 30, 2025				December 31, 2024
Chemical washing solutions		$	5,427			$	5,831
Other			67				14
Total inventory, gross			5,494				5,845
Reserve for obsolescence			(110	)			(117	)
Total inventory, net		$	5,384			$	5,728

The activity in the reserve for obsolescence was immaterial for the three and nine months ended September 30, 2025 and 2024.

Derivative Financial Instruments

The Company has a pay fixed, receive variable interest rate swap contract (“Swap”) to manage its exposure to changes in interest rates. The Swap is recognized in the consolidated balance sheets at fair value. The Swap is a cash flow hedge and is recorded using hedge accounting, as such, changes in the fair value of the Swap are recorded in other comprehensive income (loss), net of tax until the hedged item is recognized in earnings. Amounts reported in other comprehensive income, net of tax related to the Swap are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The swap is scheduled to terminate June 30, 2027.

The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative used as a hedging instrument is highly effective in offsetting the changes in the cash flow of the hedged item. If it is determined that the derivative is not highly effective as a hedge or ceases to be highly effective, the Company will discontinue hedge accounting prospectively. See Note 8-Fair Value Measurements and Note 9-Interest Rate Swap for additional information.

Revenue Recognition

The following table summarizes the composition of our net revenues for the periods presented:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Recognized over time		$	203,293			$	184,725			$	595,332			$	545,066
Recognized at a point in time			59,692				64,441				194,293				198,148
Other revenue			432				163				863				341
Net revenues		$	263,417			$	249,329			$	790,488			$	743,555

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Earnings Per Share

Reconciliations of the numerators and denominators of the basic and diluted earnings per share calculations for the periods presented are as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Numerator
Net income		$	27,411			$	22,342			$	83,006			$	61,070
Denominator
Weighted-average common shares outstanding - basic			327,389,467				321,917,525				325,728,763				319,067,596
Effect of potentially dilutive securities
Stock options			3,039,335				5,562,479				3,710,846				8,585,621
Restricted stock units			1,907,438				1,763,531				2,449,938				1,540,123
Stock purchase rights			22,935				55,791				9,642				29,301
Weighted-average common shares outstanding - diluted			332,359,175				329,299,326				331,899,189				329,222,641
Earnings per share - basic		$	0.08			$	0.07			$	0.25			$	0.19
Earnings per share - diluted		$	0.08			$	0.07			$	0.25			$	0.19

The following potentially dilutive shares were excluded from the computation of diluted earnings per share for the periods presented because including them would have been antidilutive:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Stock options			6,358,906				5,209,783				5,382,773				4,343,090
Restricted stock units			—				—				469,852				445,641
Stock purchase rights			26				—				27,538				32,905

Employee Retention Credit

In response to the COVID-19 pandemic, the Employee Retention Credit (“ERC”), was established under the Coronavirus Aid, Relief, and Economic Security Act. The ERC is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer paid to employees from March 13, 2020 to December 31, 2020. Companies who meet the eligibility requirements can claim the ERC on an original or adjusted employment tax return for a period within those dates.

In March 2024, we determined that we qualified for and recognized $4,663 (net of tax advisory costs) in relief for the period from March 13, 2020 to December 31, 2020. Upon receipt of the credit, we will owe an immaterial amount for tax advisory costs associated with the assessment of the tax credit. As there is no authoritative guidance under U.S. GAAP for government assistance to for-profit business entities, the Company accounted for the ERC by analogy to International Accounting Standards 20, or IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance of receipt of the identified ERC amount and recorded the credit in other income on our consolidated statements of operations and comprehensive income.

As of September 30, 2025 and December 31, 2024, the tax credit receivable was $2,125 and $4,663, respectively. As of September 30, 2025 and December 31, 2024, these amounts are included in other receivables and other assets, respectively, on our consolidated balance sheets.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption of this ASU will be reflected in the Company's annual financial statements for the year ending December 31, 2025, and is not expected to have a material impact on our consolidated financial statements.

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In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires a PBE to disclose additional information about specific expense categories in the notes to financial statements at interim and annual periods. This information is generally not presented in the financial statements. The ASU requires that at each interim and annual period a PBE: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization; (2) include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. We are still assessing the impact of this ASU.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU is intended to improve the operability and application of guidance related to capitalized software development costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are still assessing the impact of this ASU.

3. Property and Equipment, Net

Property and equipment, net consisted of the following for the periods presented:

		As of
		September 30, 2025				December 31, 2024
Land		$	135,538			$	123,550
Buildings and improvements			402,367				328,664
Finance leases			16,497				16,554
Leasehold improvements			167,269				151,635
Vehicles and equipment			372,308				353,660
Furniture, fixtures and equipment			105,538				106,271
Construction in progress			90,589				61,153
Property and equipment, gross			1,290,106				1,141,487
Accumulated depreciation			(369,667	)			(322,676	)
Accumulated amortization - finance leases			(4,931	)			(4,211	)
Property and equipment, net		$	915,508			$	814,600

For the three months ended September 30, 2025 and 2024, depreciation expense was $21,700 and $19,682, respectively. For the nine months ended September 30, 2025 and 2024, depreciation expense was $62,938 and $55,754, respectively.

For the three months ended September 30, 2025 and 2024, amortization expense on finance leases was $242 and $254, respectively. For the nine months ended September 30, 2025 and 2024, amortization expense on finance leases was $729 and $756, respectively.

During the second quarter of 2025, the Company sold a car wash location that was classified as held for sale. Based on the net proceeds of the sale, a gain of $338 was recorded during the second quarter of 2025. The gain was recorded in (gain) loss on sale of assets, net on the consolidated statements of operations and comprehensive income for the nine months ended September 30, 2025.

As of September 30, 2025, the two car wash locations classified as held for sale have a net book value of $3,294. The assets of these locations are recorded in property and equipment, net on the consolidated balance sheets.

4. Other Intangible Assets, Net

Other intangibles assets, net consisted of the following as of the periods presented:

	September 30, 2025								December 31, 2024
	Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Trade names and trademarks	$	107,000			$	—			$	107,000			$	—
Customer relationships		9,700				7,369				9,700				7,019
Covenants not to compete		6,940				5,152				13,230				10,404
Other intangible assets, net	$	123,640			$	12,521			$	129,930			$	17,423

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For the three months ended September 30, 2025 and 2024, amortization expense associated with our finite-lived intangible assets was $458 and $1,246, respectively. For the nine months ended September 30, 2025 and 2024, amortization expense associated with our finite-lived intangible assets was $1,388 and $4,528, respectively.

As of September 30, 2025, estimated future amortization expense was as follows:

Fiscal Year Ending:
2025 (remaining three months)			$	439
2026				1,585
2027				758
2028				433
2029				310
Thereafter				594
Total estimated future amortization expense			$	4,119

5. Other Accrued Expenses

Other accrued expenses consisted of the following for the periods presented:

		As of
		September 30, 2025				December 31, 2024
Utilities		$	7,192			$	6,685
Accrued tax expense			14,947				11,485
Insurance expense			6,532				4,843
Greenfield development accruals			3,817				9,653
Other			5,138				6,496
Total other accrued expenses		$	37,626			$	39,162

Accrued tax expense is comprised of federal, state, and local taxes payable for property, income, sales, use, and personal property.

Greenfield development accruals represent an obligation to pay for invoices not yet received, primarily related to land and buildings and improvements, on properties which we have taken control of as of September 30, 2025 and December 31, 2024.

6. Income Taxes

The effective income tax rates on continuing operations for the nine months ended September 30, 2025 and 2024 were 27.0% and 31.8%, respectively. In general, the effective tax rates differed from the U.S. federal statutory income tax rate primarily due to state income taxes, non-deductible expenses such as those related to certain executive compensation, and discrete tax expenses related to stock option exercises during the period.

The year-to-date provision for income taxes for the nine months ended September 30, 2025 included taxes on earnings at an anticipated annual effective tax rate of 25.5% and a net, unfavorable tax impact of $1,782 related primarily to discrete tax expense originating from stock options exercised during the nine months ended September 30, 2025.

The year-to-date provision for income taxes for the nine months ended September 30, 2024 included taxes on earnings at an anticipated annual effective tax rate of 25.5% and a net, unfavorable tax impact of $5,652 related primarily to discrete tax expense originating from stock options exercised during the nine months ended September 30, 2024.

On July 4, 2025, the "One Big Beautiful Bill Act” (the "OBBBA") was signed into law. The OBBBA includes tax reform provisions including 100% bonus depreciation, full expensing of domestic research expenditures, and modifications to interest expense limitations. After initial evaluation, the Company does not currently expect these laws to have a material effect on tax expense or the anticipated annual effective tax rate. We expect certain provisions effective for the 2025 tax year will decrease current and future cash taxes paid on the consolidated financial statements.

For the nine months ended September 30, 2025 and 2024, we recorded $62 and $406, respectively, related to unrecognized tax benefits or interest and penalties related to any uncertain tax positions.

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7. Debt

Long-term debt consisted of the following as of the periods presented:

								As of
		Maturity		Stated Interest Rate		Effective Interest Rate		September 30, 2025				December 31, 2024
Credit agreement
First lien term loan		March 27, 2031		6.66%		6.93%		$	831,074			$	920,381
Unamortized discount and debt issuance costs									(3,843	)			(4,367	)
Current maturities of debt									—				(6,920	)
Total long-term portion of debt, net								$	827,231			$	909,094

As of September 30, 2025, there are no payments required until the maturity date.

As of September 30, 2025 and December 31, 2024, total unamortized discount and debt issuance costs were $5,438 and $6,304, respectively, and accumulated amortization of debt issuance costs was $1,742 and $4,018, respectively.

For the three months ended September 30, 2025 and 2024, the amortization of debt issuance costs in interest expense, net in the consolidated statements of operations and comprehensive income was approximately $292 and $248, respectively.

For the nine months ended September 30, 2025 and 2024, the amortization of debt issuance costs in interest expense, net in the consolidated statements of operations and comprehensive income was approximately $865 and $961, respectively.

Amended and Restated First Lien Credit Agreement

On August 21, 2014, we entered into a Credit Agreement (“Credit Agreement”) which was originally comprised of a term loan (“First Lien Term Loan”) and a revolving commitment (“Revolving Commitment”), which was subsequently amended and restated. The Credit Agreement was collateralized by substantially all personal property (including cash, inventory, property and equipment, and intangible assets), real property, and equity interests owned by us.

First Lien Term Loan

In March 2024, we entered into Amendment No. 5 to the Credit Agreement with the lenders party thereto, and Bank of America, N.A. (“BofA”) as the successor administrative agent and collateral agent. This amendment further modified the Credit Agreement by providing $925,000 in first lien term commitments, consisting of $901,201 to refinance outstanding term loans and $23,799 in additional incremental term commitments (collectively, the “2024 Term Loans”). Starting September 30, 2024, the loans will be amortized in equal quarterly installments at an annual rate of 1.00% of the original principal amount. In connection with Amendment No. 5, we expensed $1,882 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income.

In November 2024, we entered into Amendment No. 6 to the Credit Agreement with the lenders party thereto, and BofA as the successor administrative agent and collateral agent. This amendment further modified the Credit Agreement by resetting the soft call protection of 1% for voluntary prepayments of the Term Loans to last for six months after the effective date of this Amendment, as well as repricing the Term and Revolving Loans margins, where each was reduced by 0.25%. In connection with Amendment No. 6, we expensed $94 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income.

Revolving Commitment

Amendment No. 5 to our Credit Agreement also increased our borrowing capacity under the Revolving Commitment from $150,000 to $300,000. Any unused commitment fee is also payable based on the First Lien Net Leverage Ratio. The Credit Agreement requires a Rent Adjusted Total Net Leverage Ratio no greater than 6.50 to 1.00, tested quarterly beginning with the quarter ending September 30, 2024, for the benefit of lenders holding the Revolving Commitment.

The maximum available borrowing capacity under the Revolving Commitment is reduced by outstanding letters of credit under the Revolving Commitment. As of September 30, 2025 and December 31, 2024, the available borrowing capacity under the Revolving Commitment was $299,926 and $299,791, respectively.

In addition, an unused commitment fee based on our First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitment. As of September 30, 2025 and December 31, 2024, the unused commitment fee was 0.20% and 0.25%, respectively.

Standby Letters of Credit

As of September 30, 2025, we have a letter of credit sublimit of $90,000 under the Revolving Commitment, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $300,000. Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five

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business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2 to the Credit Agreement. Letters of credit under the Revolving Commitments reduce the maximum available borrowing capacity under the Revolving Commitment. As of September 30, 2025 and December 31, 2024, the amounts associated with outstanding letters of credit were $74 and $209, respectively.

Covenants

As of September 30, 2025, we were in compliance with all covenants related to our long-term debt.

8. Fair Value Measurements

The following table presents financial assets and liabilities which are measured at fair value on a recurring basis as of September 30, 2025:

		Fair Value Measurements
		Total				Level 1				Level 2				Level 3
Assets
Deferred compensation plan		$	7,387			$	7,387			$	—			$	—
Interest rate swap		$	112			$	—			$	112			$	—
Liabilities
Deferred compensation plan		$	4,551			$	4,551			$	—			$	—
Contingent consideration		$	4,328			$	—			$	—			$	4,328

The following table presents financial assets and liabilities which are measured at fair value on a recurring basis as of December 31, 2024:

		Fair Value Measurements
		Total				Level 1				Level 2				Level 3
Assets
Deferred compensation plan		$	6,487			$	6,487			$	—			$	—
Liabilities
Deferred compensation plan		$	4,425			$	4,425			$	—			$	—
Contingent consideration		$	4,328			$	—			$	—			$	4,328

We measure the fair value of our financial assets and liabilities using the highest level of inputs that are available as of the measurement date. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair value due to the immediate or short-term maturity of these financial instruments. See Note 9 Interest Rate Swap for additional information on the interest rate swap.

As of September 30, 2025, and December 31, 2024, we did not hold any cash investments.

We maintain a deferred compensation plan for a certain group of our highly compensated employees, in which certain of our executive officers participate in. The plan allows eligible participants to defer up to 90% of their base salary and/or incentive plan compensation as well as any refunds from our 401(k) Plan. Participants may elect investment funds selected by the Company in whole percentages. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds. These investment funds consist primarily of equity securities, such as common stock and mutual funds, and fixed income securities and are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1. These investment options do not represent actual ownership of or ownership rights in the applicable funds; they serve the purpose of valuing the account and the corresponding obligation of the Company.

As of September 30, 2025 and December 31, 2024, the fair value of our First Lien Term Loan approximated its carrying value due to the debt’s variable interest rate terms.

We recognized a Level 3 contingent consideration liability in connection with the Downtowner Car Wash acquisition in December 2021. We measured its contingent consideration liability using Level 3 unobservable inputs. The contingent consideration liability is associated with the achievement of certain targets and is estimated at each balance sheet date by considering among other factors, results of completed periods and our most recent financial projection for future periods subject to earn-out payments. There are two components to the contingent consideration: a payment when we obtained the certificate of occupancy for the car wash and opened it to the public in 2023 and an annual payment based on certain financial metrics of the acquired business. A change in the forecasted revenue or projected opening dates could result in a significantly lower or higher fair value measurement. We determined that there were no significant changes to the unobservable inputs that would have resulted in a change in fair value of this contingent consideration liability at September 30, 2025. No payments were made during the three and nine months ended September 30, 2025 and 2024.

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During the three and nine months ended September 30, 2025 and 2024, there were no transfers between fair value measurement levels.

9. Interest Rate Swap

On April 28, 2025, the Company executed a pay-fixed, receive-floating interest rate swap (the “Swap”) to mitigate variability in forecasted interest payments on an aggregate notional amount of $250,000 of the Company’s variable-rate First Lien Term Loan. The Swap has an effective date of June 30, 2025, with a maturity date of June 30, 2027. The Company designated the Swap as a cash flow hedge.

As of September 30, 2025, information pertaining to the Swap is as follows:

Notional Amount				Fair Value				Pay-Fixed		Receive-Floating		Maturity Date
$	250,000			$	112			3.369%		4.163%		June 30, 2027

As of September 30, 2025 and December 31, 2024, the current portion of the fair value of the Swap was $550 and $0, respectively, and is included in prepaid and other current assets in the accompanying consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, the long-term portion of the fair value of the Swap was $438 and $0, respectively, and is included in other long-term liabilities in the accompanying consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, amounts reported in other comprehensive income in the accompanying consolidated statements of operations and comprehensive income are net of tax of $88 and $0, respectively.

For the nine months ended September 30, 2025 and 2024, amounts reported in other comprehensive income in the accompanying consolidated statements of operations and comprehensive income are net of tax of $28 and $0, respectively.

10. Leases

Balance sheet information related to leases consisted of the following for the periods presented:

				As of
		Classification		September 30, 2025				December 31, 2024
Assets
Operating		Operating right of use assets, net		$	901,631			$	924,896
Finance		Property and equipment, net			11,566				12,344
Total lease assets				$	913,197			$	937,240
Liabilities
Current
Operating		Current maturities of operating lease liability		$	52,330			$	48,986
Finance		Current maturities of finance lease liability			857				804
Long-term
Operating		Operating lease liability			871,296				890,613
Finance		Financing lease liability			12,575				13,262
Total lease liabilities				$	937,058			$	953,665

Components of total lease cost, net, consisted of the following for the periods presented:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Operating lease expense(a)		$	30,886			$	28,126			$	92,373			$	82,997
Finance lease expense
Amortization of lease assets			242				254				729				756
Interest on lease liabilities			242				258				737				782
Short-term lease expense			22				52				61				155
Variable lease expense(b)			2,999				3,548				13,908				13,568
Total lease expense		$	34,391			$	32,238			$	107,808			$	98,258

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a)Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income.

b)Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for our leases of land and buildings and is included in other store operating expenses in the accompanying consolidated statements of operations and comprehensive income.

The following includes supplemental information for the periods presented:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Operating cash flows from operating leases		$	29,901			$	27,091			$	89,330			$	80,451
Operating cash flows from finance leases		$	242			$	258			$	737			$	782
Financing cash flows from finance leases		$	198			$	190			$	585			$	552
Operating lease ROU assets obtained in exchange for lease liabilities		$	10,364			$	25,821			$	17,959			$	60,768
Finance lease ROU assets obtained in exchange for lease liabilities		$	—			$	57			$	—			$	57
Weighted-average remaining operating lease term			13.40				13.63				13.40				13.63
Weighted-average remaining finance lease term			14.28				14.96				14.28				14.96
Weighted-average operating lease discount rate			8.15	%			8.09	%			8.15	%			8.09	%
Weighted-average finance lease discount rate			7.34	%			7.33	%			7.34	%			7.33	%

As of September 30, 2025, lease obligation maturities were as follows:

Fiscal Year Ending:		Operating Leases				Finance Leases
2025 (remaining three months)		$	30,294			$	446
2026			121,778				1,792
2027			118,479				1,819
2028			112,277				1,846
2029			111,540				1,575
Thereafter			1,074,049				16,852
Total future minimum obligations		$	1,568,417			$	24,330
Present value discount			(644,791	)			(10,898	)
Present value of net future minimum lease obligations		$	923,626			$	13,432
Current portion			(52,330	)			(857	)
Long-term obligations		$	871,296			$	12,575

Forward-Starting Leases

As of September 30, 2025, we entered into 11 leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in years 2025 through 2028 with initial lease terms of 15 to 20 years.

As of December 31, 2024, we entered into 10 leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in years 2025 through 2027 with initial lease terms of 15 to 20 years.

Sale-Leaseback Transactions

During the three months ended September 30, 2025 and 2024, we completed one and four sale-leaseback transactions related to car wash locations, respectively, with aggregate consideration of $5,000 and $18,636, respectively, resulting in a net loss and net gain of $1,377 and $2,514, respectively, which are included in (gain) loss on sale of assets in the accompanying consolidated statements of operations and comprehensive income. Contemporaneously with the closing of the sales, we entered into lease agreements for the properties for initial 20-year terms. For the sale-leaseback transactions consummated in the three months ended September 30, 2025 and 2024, the cumulative initial annual rent for the properties was approximately $307 and $1,239, respectively, subject to annual escalations. These leases are accounted for as operating leases.

During the nine months ended September 30, 2025 and 2024, we completed one and eight sale-leaseback transactions related to car wash locations, respectively, with aggregate consideration of $5,000 and $37,381, respectively, resulting in a net loss and net gain of $1,377 and $1,553, respectively, which are included in (gain) loss on sale of assets in the accompanying consolidated statements of operations and comprehensive income. Contemporaneously with the closing of the sales, we entered into lease agreements for the properties for initial 20-year terms. For the sale-leaseback transactions consummated in nine months ended September 30, 2025 and

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2024, the cumulative initial annual rent for the property was approximately $307 and $2,426, respectively, subject to annual escalations. These leases are accounted for as operating leases.

11. Stockholders’ Equity

As of September 30, 2025, there were 1,000,000,000 shares of common stock authorized, 333,704,973 shares of common stock issued, and 327,532,052 shares of common stock outstanding.

As of December 31, 2024, there were 1,000,000,000 shares of common stock authorized, 329,866,784 shares of common stock issued, and 323,693,863 shares of common stock outstanding.

As of September 30, 2025 and December 31, 2024, there were 5,000,000 shares of preferred stock authorized, and none were issued or outstanding.

We use the cost method to account for treasury stock. As of September 30, 2025 and December 31, 2024, we had 6,172,921 shares of treasury stock. As of September 30, 2025 and December 31, 2024, the cost of treasury stock included in additional paid-in capital in the accompanying consolidated balance sheets was $28,895.

12. Stock-Based Compensation

We recognize stock-based compensation expense associated with stock options and restricted stock units ("RSUs"), and stock purchase rights. Stock options and RSUs are granted under the 2014 Stock Option Plan of Hotshine Holdings, Inc. (the “2014 Plan”) and 2021 Incentive Award Plan (the “2021 Plan”) while stock purchase rights are granted under the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

Refer to our 2024 Form 10-K for additional details on employee stock incentive plans.

Share-Based Payment Valuation

The grant date fair value of Time Vesting Options granted is determined using the Black-Scholes option-pricing model. The grant date fair value of stock purchase rights granted under the 2021 ESPP is determined using the Black-Scholes option-pricing model.

2021 ESPP

The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock purchase rights granted under the 2021 ESPP during the periods presented:

		Nine Months Ended September 30,
		2025		2024
Expected volatility		39.42 % - 42.14%		49.59% - 50.14%
Risk-free interest rate		4.30% - 4.44%		5.38% - 5.41%
Expected term (in years)		0.49 - 0.50		0.49 - 0.50
Expected dividend yield		None		None

Time Vesting Options

The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of Time Vesting Options granted under the 2021 Plan during the periods presented:

		Nine Months Ended September 30,
		2025		2024
Expected volatility		46.74%		45.98%
Risk-free interest rate		4.07%		4.52%
Expected term (in years)		6.0		6.0
Expected dividend yield		None		None

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Stock Options

A summary of our stock option activity during the period presented is as follows:

		Time Vesting Options				Performance Vesting Options				Total Number of Stock Options				Weighted-Average Exercise Price
Outstanding as of December 31, 2024			9,137,994				1,897,467				11,035,461			$	5.70
Granted			1,583,512				—				1,583,512			$	7.08
Exercised			(1,122,743	)			(691,155	)			(1,813,898	)		$	1.43
Forfeited			(299,338	)			—				(299,338	)		$	8.91
Outstanding as of September 30, 2025			9,299,425				1,206,312				10,505,737			$	6.55
Options vested or expected to vest as of September 30, 2025			8,854,931				1,206,312				10,061,243			$	9.16
Options exercisable as of September 30, 2025			5,782,380				1,206,312				6,988,692			$	5.83

The number and weighted-average grant date fair value of stock options during the period presented are as follows:

		Number of Stock Options								Weighted-Average Grant Date Fair Value
		Time Vesting Options				Performance Vesting Options				Time Vesting Options				Performance Vesting Options
Unvested as of December 31, 2024			3,544,956				—			$	4.05				—
Granted			1,583,512				—			$	3.56				—
Vested			(1,450,382	)			—			$	4.12				—
Forfeited			(166,713	)			—			$	4.04				—
Unvested as of September 30, 2025			3,511,373				—			$	3.80				—

We granted 1,583,512 Time Vesting Options with a grant date fair value of $5,637 during the nine months ended September 30, 2025. There were no Performance Vesting Options granted during the nine months ended September 30, 2025.

The fair value of shares attributable to stock options that vested during the nine months ended September 30, 2025 was $10,426.

As of September 30, 2025, the weighted-average remaining contractual life of outstanding stock options was approximately 5.80 years.

Restricted Stock Units

A summary of our RSU activity during the period presented is as follows:

		Restricted Stock Units				Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2024			4,812,481			$	8.10
Granted			3,037,300				7.08
Vested			(1,835,398	)			8.56
Forfeited			(612,792	)			7.38
Unvested as of September 30, 2025			5,401,591			$	7.45

We granted 3,037,300 RSUs with a grant date fair value of $21,503 during the nine months ended September 30, 2025.

The fair value of shares attributable to RSUs that vested during the nine months ended September 30, 2025 was $13,067.

As of September 30, 2025, the weighted-average remaining contractual life of outstanding RSUs was approximately 9.00 years.

Stock-Based Compensation Expense

We estimated a forfeiture rate of 10.26% for awards with service-based vesting conditions based on historical experience and future expectations of the vesting of these share-based payments. We used this rate as an assumption in calculating stock-based compensation expense for Time Vesting Options, RSUs, and stock purchase rights granted under the 2021 ESPP.

Total stock-based compensation expense, by caption, recorded in the consolidated statements of operations and comprehensive income for the periods presented is as follows:

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		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Cost of labor and chemicals		$	2,800			$	2,719			$	8,376			$	7,657
General and administrative			3,773				3,972				11,517				11,186
Total stock-based compensation expense		$	6,573			$	6,691			$	19,893			$	18,843

Total stock-based compensation expense, by award type, recorded in the consolidated statements of operations and comprehensive income for the periods presented is as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Time Vesting Options		$	1,515			$	1,607			$	4,889			$	4,566
RSUs			4,886				4,897				14,448				13,652
2021 ESPP			172				187				556				625
Total stock-based compensation expense		$	6,573			$	6,691			$	19,893			$	18,843

As of September 30, 2025, total unrecognized compensation expense related to unvested Time Vesting Options was $7,567, which is expected to be recognized over a weighted-average period of 3.48 years.

As of September 30, 2025, there was no unrecognized compensation expense related to unvested Performance Vesting Options as the completion of the IPO satisfied the performance condition and as a result, all outstanding Performance Vesting Options vested.

As of September 30, 2025, total unrecognized compensation expense related to unvested RSUs was $20,976, which is expected to be recognized over a weighted-average period of 2.08 years.

As of September 30, 2025, total unrecognized compensation expense related to unvested stock purchase rights under the 2021 ESPP was $96, which is expected to be recognized over a weighted-average period of 0.13 years.

13. Commitments and Contingencies

Litigation

We are involved from time to time in various legal proceedings related to employment practices, environmental issues, commercial disputes, antitrust and other regulatory matters concerning our business. We record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount of loss can be reasonably estimated. The Company does not believe that any proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows; it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual fiscal quarter or year.

Insurance

We carry a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. As of September 30, 2025 and December 31, 2024, we accrued $6,529 and $4,803, respectively, for assessments on insurance claims filed, which are included in other accrued expenses in the accompanying consolidated balance sheets. As of September 30, 2025 and December 31, 2024, we recorded $5,341 and $4,250, respectively, in receivables from its non-healthcare insurance carriers related to these insurance claims, which are included in other receivables in the accompanying consolidated balance sheets. The receivables are paid when the claim is finalized, and the reserved amounts on these claims are expected to be paid within one year.

14. Segment Information

The Company operates as one operating segment where it derives its revenues from activities related to providing car wash services at its car wash locations that are geographically diversified throughout the United States and have similar economic characteristics and nature of services.

To assess consolidated performance the chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates the operating results and performance through net income. Our CODM regularly reviews net income as reported on the consolidated statement of operations and comprehensive income and total assets as reported on the consolidated balance sheet for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. As presented on the consolidated statements of operations and comprehensive income, the CODM views consolidated expense

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information related to the cost of labor and chemicals, other store operating expenses, and general and administrative expenses to be significant and there are no other significant segment expenses or items that would require disclosure.

15. Subsequent Events

On October 20, 2025, we acquired the assets of five express car wash locations in Lubbock, Texas from Whistle Express. Due to the timing of this acquisition, the initial accounting, including estimating the fair value of assets acquired, has not yet been completed.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our 2024 Form 10-K. This discussion contains forward-looking statements based upon our current plans, expectations and beliefs, which are subject to risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in other parts of this Quarterly Report on Form 10-Q and in Part I, Item 1A. “Risk Factors” and in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K.

Who We Are

Mister Car Wash, Inc. is the nation's leading car wash brand, primarily offering express exterior cleaning services, with interior cleaning services at select locations, across 527 car washes in 21 states as of September 30, 2025. We offer a monthly subscription program, which we call the Unlimited Wash Club® (“UWC”), as a flexible, quick, and convenient option for customers to keep their cars clean. Our scale and over 25 years of innovation allow us to drive operating efficiencies and invest in training, infrastructure, and technology that improve speed of service, quality, and sustainability and realize strong financial performance.

Factors Affecting Our Business and Trends

We believe that our business and growth depend on a number of factors that present significant opportunities for us and may involve risks and challenges, including those discussed below and in Part I, Item 1A. “Risk Factors” of our 2024 Form 10-K.

• Growth in comparable store sales. Comparable store sales have been a driver of our net revenue growth. We will seek to continue to grow our comparable store sales by increasing the number of UWC Members, maximizing efficiency and throughput of our car wash locations, optimizing marketing spend to add new customers, and increasing customer visitation frequency.

• Number and loyalty of UWC Members. The UWC program is an important element of our business. UWC Members contribute a large portion of our net revenue and provide recurring revenue through their monthly membership fees.

• Labor management. Hiring and retaining skilled team members and experienced management represents one of our largest investments. We believe people are the key to our success and we have been able to successfully attract and retain engaged, high-quality team members by paying competitive wages, offering attractive benefit packages, and providing robust training and development opportunities. While the competition for skilled labor is intense and subject to high turnover, we believe our approach to wages and benefits will continue to allow us to attract suitable team members and management to support our growth.

In addition, beginning in the first half of 2025, the United States government announced new tariffs on goods imported from various countries to the United States. Countries subject to such tariffs have imposed, or may in the future impose, reciprocal or retaliatory tariffs or trade policies. While we believe in the strength of our business, the potential macroeconomic impacts of these actions, if implemented, are difficult to predict and may have a material adverse impact on our business, results of operations and financial condition. Specifically, negative macroeconomic impact on consumers affecting general discretionary income, consumer confidence, or purchasing patterns may reduce demand for our services.

Factors Affecting the Comparability of Our Results of Operations

Our results have been affected by, and may in the future be affected by, the following factors, which must be understood in order to assess the comparability of our period-to-period financial performance and condition.

Greenfield Location Development

While we continue to explore and evaluate acquisition opportunities, more recently, a component of our growth strategy has been to grow through greenfield development of Mister Car Wash locations, with particular focus on Express Exterior Locations, and we anticipate further pursuit of this strategy in the future. We believe such a strategy will provide a more controllable pipeline of unit growth for future locations in existing and adjacent markets.

The comparability of our results may be impacted by the inclusion of financial performance of greenfield locations that have not delivered a full fiscal year of financial results nor matured to average unit volumes, which we typically expect after approximately three full years of operation.

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Key Performance Indicators

We prepare and analyze various operating and financial data to assess the performance of our business and to help in the allocation of our resources. The key operating performance and financial metrics and indicators we use are set forth below, as of and for the three and nine months ended September 30, 2025 and 2024.

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
Financial and Operating Data:
Location count (end of period)			527				501				527				501
Comparable store sales growth			3.1	%			2.9	%			3.4	%			2.1	%
UWC Members (in thousands, end of period)			2,227				2,110				2,227				2,110
UWC sales as a percentage of total wash sales			77	%			74	%			75	%			73	%
Net income		$	27,411			$	22,342			$	83,006			$	61,070
Net income margin			10.4	%			9.0	%			10.5	%			8.2	%
Adjusted EBITDA		$	86,792			$	78,804			$	259,487			$	242,668
Adjusted EBITDA margin			32.9	%			31.6	%			32.8	%			32.6	%

Location Count (end of period)

Our location count refers to the total number of car wash locations at the end of a period, inclusive of new greenfield locations and acquired locations and offset by closed locations. The total number of locations that we operate, as well as the timing of location openings, acquisitions, and closings, have, and will continue to have, an impact on our performance. In the three and nine months ended September 30, 2025, we increased our location count by 5 and 13 greenfield locations, respectively.

Our Express Exterior Locations, which offer express exterior cleaning services, comprise 464 of our current locations and our Interior Cleaning Locations, which offer both express exterior cleaning services and interior cleaning services, comprise 63 of our current locations.

Comparable Store Sales Growth

We consider a location a comparable store on the first day of the 13th full calendar month following a greenfield location’s first day of operations, or for acquired locations, the first day of the 13th full calendar month following the date of acquisition. A location converted from an Interior Cleaning Location format to an Express Exterior Location format is excluded when the location did not offer interior cleaning services in the current period but did offer interior cleaning services in the prior year period. Comparable store sales growth is the percentage change in total wash sales of all comparable store car washes.

Increasing the number of new locations is a component of our growth strategy and as we continue to execute on our growth strategy, we expect that a significant portion of our sales growth will be attributable to non-comparable store sales. Accordingly, comparable store sales are only one measure we use to assess the success of our growth strategy.

UWC Members (end of period)

Members of our monthly subscription service are known as Unlimited Wash Club Members, or UWC Members. We view the number of UWC Members and the growth in the number of UWC Members on a net basis from period to period as key indicators of our revenue growth. The number of UWC Members has grown over time as we have acquired new customers and retained previously acquired customers. There were approximately 2.2 million UWC Members as of September 30, 2025. UWC Members grew by approximately 5% from December 31, 2024 through September 30, 2025.

UWC Sales as a Percentage of Total Wash Sales

UWC sales as a percentage of total wash sales represents the penetration of our subscription membership program as a percentage of our overall wash sales. Total wash sales are defined as the net revenue generated from express exterior cleaning services and interior cleaning services for both UWC Members and retail customers. UWC sales as a percentage of total wash sales is calculated as sales generated from UWC Members as a percentage of total wash sales. UWC sales were 77% and 74% of our total wash sales for the three months ended September 30, 2025 and 2024, respectively. UWC sales were 75% and 73% of our total wash sales for the nine months ended September 30, 2025 and 2024, respectively.

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Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is a non-GAAP measure of our operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Adjusted EBITDA is defined as net income before interest expense, net, income tax provision, depreciation and amortization expense, (gain) loss on sale of assets, stock-based compensation expense, acquisition expenses, non-cash rent expense, debt refinancing costs, and other nonrecurring charges. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues for a given period.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in future periods, and any such modification may be material. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Management believes Adjusted EBITDA is helpful in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We also use Adjusted EBITDA in connection with establishing discretionary annual incentive compensation; to evaluate in conjunction with U.S. GAAP measures of performance, the effectiveness of our business strategies; to make budgeting decisions; and because our Credit Agreement uses measures similar to Adjusted EBITDA to measure our compliance with certain covenants.

Adjusted EBITDA and Adjusted EBITDA Margin are not recognized terms under GAAP and should not be considered as a substitute for net income, net income margin, or any other financial measure presented in accordance with GAAP. Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

The following is a reconciliation of net income to Adjusted EBITDA for the periods presented.

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
Net income		$	27,411			$	22,342			$	83,006			$	61,070
Interest expense, net			14,054				20,653				45,249				60,931
Income tax provision			10,388				6,590				30,732				28,436
Depreciation and amortization expense			22,400				21,182				65,055				61,038
(Gain) loss on sale of assets, net (a)			2,759				(1,916	)			3,549				(552	)
Stock-based compensation expense (b)			6,601				6,774				20,991				20,367
Acquisition expenses (c)			1,201				863				3,814				1,976
Non-cash rent expense (d)			1,647				1,560				5,265				4,542
Debt refinancing costs (e)			—				—				—				1,882
Employee retention credit			—				—				—				(5,189	)
Other (f)			331				756				1,826				8,167
Adjusted EBITDA		$	86,792			$	78,804			$	259,487			$	242,668
Net revenues		$	263,417			$	249,329			$	790,488			$	743,555
Net income margin			10.4	%			9.0	%			10.5	%			8.2	%
Adjusted EBITDA margin			32.9	%			31.6	%			32.8	%			32.6	%

(a)Consists of losses on the disposition of assets associated with sale leaseback transactions, the sale of property and equipment, and store closures or the impairments associated with store closures and relocations.

(b)Represents non-cash expense associated with our stock-based compensation as well as related taxes.

(c)Represents expenses incurred in strategic acquisitions and greenfield development. Expenses include professional fees for accounting and auditing services, appraisals, legal fees and financial services, dead deal costs, one-time costs associated with supplies for rebranding the acquired stores, and distinct travel expenses for related, distinct integration efforts by team members who are not part of our dedicated integration team.

(d)Represents the difference between cash paid for rent expense and U.S. GAAP rent expense.

(e)Represents non-deferred legal fees and other expenses related to Credit Agreement amendments, and loss on extinguishment of debt associated with amendments to the debt facilities.

(f)Consists of other items as determined by management not to be reflective of our ongoing operating performance, such as costs associated with severance pay, legal settlements and legal fees related to contract terminations, and nonrecurring strategic project costs.

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Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

		Three Months Ended September 30,																Nine Months Ended September 30,
(Dollars in thousands)		2025								2024								2025								2024
Net revenues		$	263,417				100	%		$	249,329				100	%		$	790,488				100	%		$	743,555				100	%
Costs and expenses
Cost of labor and chemicals			76,581				29	%			73,617				30	%			227,460				29	%			217,966				29	%
Other store operating expenses			109,531				42	%			102,607				41	%			328,048				41	%			298,953				40	%
General and administrative			22,693				9	%			25,436				10	%			72,465				9	%			80,058				11	%
(Gain) loss on sale of assets, net			2,759				1	%			(1,916	)			(1	)%			3,549				0	%			(552	)			(0	)%
Total costs and expenses			211,564				80	%			199,744				80	%			631,522				80	%			596,425				80	%
Operating income			51,853				20	%			49,585				20	%			158,966				20	%			147,130				20	%
Other (income) expense
Interest expense, net			14,054				5	%			20,653				8	%			45,249				6	%			60,931				8	%
Loss on extinguishment of debt			—				0	%			—				0	%			—				0	%			1,882				0	%
Other income			—				0	%			—				0	%			(21	)			(0	)%			(5,189	)			(1	)%
Total other expense, net			14,054				5	%			20,653				8	%			45,228				6	%			57,624				8	%
Income before taxes			37,799				14	%			28,932				12	%			113,738				14	%			89,506				12	%
Income tax provision			10,388				4	%			6,590				3	%			30,732				4	%			28,436				4	%
Net income		$	27,411				10	%		$	22,342				9	%		$	83,006				11	%		$	61,070				8	%

Net Revenues

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
Net revenues		$	263,417			$	249,329			$	790,488			$	743,555
Dollar change compared to prior period		$	14,088							$	46,933
Percentage change compared to prior period			6	%							6	%

The increase in net revenues for the three months ended September 30, 2025 was primarily attributable to growth in UWC Members, favorable wash package mix, price increases, and the year-over-year addition of 26 locations.

The increase in net revenues for the nine months ended September 30, 2025 was primarily attributable to growth in UWC Members, favorable wash package mix, price increases, and the year-over-year addition of 26 locations.

Cost of Labor and Chemicals

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
Cost of labor and chemicals		$	76,581			$	73,617			$	227,460			$	217,966
Percentage of net revenues			29	%			30	%			29	%			29	%
Dollar change compared to prior period		$	2,964							$	9,494
Percentage change compared to prior period			4	%							4	%

The increase in cost of labor and chemicals for the three months ended September 30, 2025 was primarily attributable to an increase in volume and the year-over-year addition of 26 locations, as well as increased store labor rates, partially offset by labor optimization and lower chemical costs due to new formulations and strategic partnerships.

The increase in cost of labor and chemicals for the nine months ended September 30, 2025 was primarily attributable to an increase in volume and the year-over-year addition of 26 locations, as well as increased store labor rates, partially offset by labor optimization and lower chemical costs due to new formulations and strategic partnerships.

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Other Store Operating Expenses

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
Other store operating expenses		$	109,531			$	102,607			$	328,048			$	298,953
Percentage of net revenues			42	%			41	%			41	%			40	%
Dollar change compared to prior period		$	6,924							$	29,095
Percentage change compared to prior period			7	%							10	%

The increase in other store operating expenses for the three months ended September 30, 2025 was primarily attributable to the year-over-year addition of 26 locations, increased utilities and facilities expenses, as well as additional rent expense for the addition of 30 net new land and building leases between periods.

The increase in other store operating expenses for the nine months ended September 30, 2025 was primarily attributable to the year-over-year addition of 26 locations, increased utilities and maintenance expenses, as well as additional rent expense for the addition of 30 net new land and building leases between periods.

General and Administrative

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
General and administrative		$	22,693			$	25,436			$	72,465			$	80,058
Percentage of net revenues			9	%			10	%			9	%			11	%
Dollar change compared to prior period		$	(2,743	)						$	(7,593	)
Percentage change compared to prior period			(11	)%							(9	)%

The decrease in general and administrative expenses for the three months ended September 30, 2025 was primarily attributable to lower amortization expense due to intangible assets that fully amortized in the prior year and decreases in other expenses.

The decrease in general and administrative expenses for the nine months ended September 30, 2025 was primarily attributable to the debt refinancing costs in the prior year and decreased amortization expense due to intangible assets that fully amortized in the prior year, partially offset by investments in marketing as well as other costs to support strategic growth initiatives.

(Gain) Loss on Sale of Assets, Net

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
(Gain) loss on sale of assets, net		$	2,759			$	(1,916	)		$	3,549			$	(552	)
Percentage of net revenues			1	%			(1	)%			0	%			(0	)%
Dollar change compared to prior period		$	4,675							$	4,101
Percentage change compared to prior period			(244	)%							(743	)%

The change in (gain) loss on sale of assets, net for the three months ended September 30, 2025 was primarily driven by gains associated with sale-leaseback activity in the prior year compared to losses associated with sale-leaseback activity and asset retirements in the current year.

The change in (gain) loss on sale of assets, net for the nine months ended September 30, 2025 was primarily driven by gains associated with sale-leaseback activity in the prior year compared to losses associated with sale-leaseback activity and asset retirements in the current year.

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Total Other Expense, Net

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
Total other expense, net		$	14,054			$	20,653			$	45,228			$	57,624
Percentage of net revenues			5	%			8	%			6	%			8	%
Dollar change compared to prior period		$	(6,599	)						$	(12,396	)
Percentage change compared to prior period			(32	)%							(22	)%

The decrease in total other expense, net for the three months ended September 30, 2025 was attributable to a decrease in interest expense, net driven by lower average interest rates, $91.6 million of principal payments on the First Lien Term Loan, effective interest rate swap, and reduction in outstanding borrowings under the Revolving Commitment between periods.

The decrease in total other expense, net for the nine months ended September 30, 2025 was attributable to a decrease in interest expense, net driven by lower average interest rates, and $91.6 million of principal payments on the First Lien Term Loan between periods, as well as $1.9 million loss on extinguishment of debt related to our debt refinancing activity in the prior year, partially offset by the $5.2 million gain related to the recognition of an employee retention credit in the prior year.

Income Tax Provision

		Three Months Ended September 30,								Nine Months Ended September 30,
(Dollars in thousands)		2025				2024				2025				2024
Income tax provision		$	10,388			$	6,590			$	30,732			$	28,436
Percentage of net revenues			4	%			3	%			4	%			4	%
Dollar change compared to prior period		$	3,798							$	2,296
Percentage change compared to prior period			58	%							8	%

The increase in income tax provision for the three months ended September 30, 2025 was primarily driven by the increase in pre-tax income, tax benefits from discrete items in the prior year and unfavorable income tax impact from equity awards activity as compared to the prior year.

The increase in income tax provision for the nine months ended September 30, 2025 was primarily driven by the increase in pre-tax income reduced by the favorable income tax impact from equity awards activity compared to the prior year.

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Liquidity and Capital Resources

Funding Requirements

Our primary requirements for liquidity and capital are to fund our investments in our core business, which includes lease payments, pursue greenfield location development and acquisitions of new locations, and to service our indebtedness. Our primary sources of liquidity are cash provided by operations, sale-leaseback transactions, and utilization of our credit facilities.

As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $35.7 million and $67.5 million, respectively, and $299.9 million and $299.8 million, respectively, of available borrowing capacity under our Revolving Commitment.

For a description of our credit facilities and our recent debt refinancing, please see Note 7 Debt in the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. As of September 30, 2025, we were in compliance with the covenants under the Credit Agreement.

We believe that our existing sources of liquidity and capital will be sufficient to finance our growth strategy and operations, as well as planned capital expenditures, for at least the next 12 months and for the foreseeable future.

Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Operating Activities. For the nine months ended September 30, 2025, net cash provided by operating activities was $225.7 million and was comprised of net income of $83.0 million, increased by $159.3 million as a result of non-cash adjustments including depreciation and amortization expense, stock-based compensation expense, non-cash lease expense, deferred income taxes, (gain) loss on sale of assets, net, and amortization of debt issuance costs. Changes in working capital balances decreased cash provided by operating activities by $16.6 million and were primarily driven by operating lease payments partially offset by the change in timing of payment and receipt of receivables, payables, and accrued expenses.

For the nine months ended September 30, 2024, net cash provided by operating activities was $198.8 million and was comprised of net income of $61.1 million, increased by $144.5 million as a result of non-cash adjustments comprised primarily of depreciation and amortization expense, stock-based compensation expense, non-cash lease expense, deferred income taxes, a gain on disposal of property and equipment, a loss on extinguishment of debt, and amortization of debt issuance costs. Changes in working capital balances decreased cash provided by operating activities by $6.8 million and were primarily driven by operating lease payments and increases in other receivables, prepaid expenses and other current assets, partially offset by decreases to accounts receivable, net, inventory and other noncurrent assets and liabilities and increases in accounts payable, accrued expenses, and deferred revenue.

Investing Activities. For the nine months ended September 30, 2025, net cash used in investing activities was $171.8 million and was primarily comprised of investments in property and equipment to support our greenfield development and other initiatives, offset by the sale of property and equipment.

For the nine months ended September 30, 2024, net cash used in investing activities was $223.5 million and was primarily comprised of investments in property and equipment to support our greenfield development and other initiatives, offset by the sale of property and equipment.

Financing Activities. For the nine months ended September 30, 2025, net cash used in financing activities was $85.8 million and was primarily comprised of payments for the First Lien Term Loan and finance lease obligations, partially offset by proceeds related to the issuance of common stock under employee plans.

For the nine months ended September 30, 2024, net cash provided by financing activities was $22.1 million and was primarily comprised of proceeds from our refinancing of the First Lien Term Loan and Revolving Commitment, partially offset by payments for payroll tax withholdings to settle cashless stock option exercises, payments on debt borrowings and Revolving Commitment, and payments of deferred financing costs due to our debt refinancing.

Free Cash Flow

Free cash flow and free cash flow excluding growth capital expenditures are non-GAAP liquidity measures used by management as additional cash flow metrics. Free cash flow is defined as net cash provided by operating activities less purchases of property and equipment in a period. Free cash flow excluding growth capital expenditures is defined as operating cash flows less purchases of maintenance property and equipment. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Free cash flow excluding growth capital expenditures includes purchases of property and equipment in a period, which are uses of cash that are necessary to maintain the Company's existing business operations, including its washes and support functions. Free cash flow excluding growth capital expenditures provides a supplemental view of cash flow generation before investments in growth capital, which expand future business operations, including the opening or improvement of washes and service capabilities. Free cash flow and free cash flow excluding growth capital expenditures have certain limitations, including that they do

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not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments or payments made for business acquisitions.

The following is a reconciliation of free cash flow and free cash flow excluding growth capital expenditures to net cash provided by operating activities for the periods presented.

		Nine Months Ended September 30,
		2025				2024
Net cash provided by operating activities		$	225,733			$	198,840
Adjustments:
Less: Maintenance capital expenditures			(23,717	)			(24,624	)
Free cash flow excluding growth capital expenditures			202,016				174,216
Less: Growth capital expenditures			(154,937	)			(235,272	)
Free cash flow		$	47,079			$	(61,056	)

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and estimates based on the facts and circumstances. Actual results could differ from those estimates.

The significant accounting policies and estimates used in preparation of the consolidated financial statements are described in our 2024 Form 10-K. There have been no material changes to our significant accounting policies during the three and nine months ended September 30, 2025.

Recent Accounting Pronouncements

See Note 2 Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposure to market risk from the information provided in "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our 2024 Form 10-K.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our President and Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025 and concluded our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the President and Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Except as set forth in Note 13 - Commitments & Contingencies to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes to the legal proceedings described in Part I "Item 3. Legal Proceedings" and Note 18 Commitments & Contingencies to the consolidated financial statements of our 2024 Form 10-K.

Item 1A. Risk Factors.

There have been no material changes to the risk factors described in Part I. Item 1A. "Risk Factors" of our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plan Arrangements

During the three months ended September 30, 2025, none of the directors or officers of the Company adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined under Item 408 of Regulation S-K.

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Item 6. Exhibits.

Exhibit Number		Description	Form	File. No	Exhibit	Filing Date	Filed/Furnished Herewith
3.1		Amended and Restated Certificate of Incorporation of the Company	8-K	001-40542	3.2	06/01/2022
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company	8-K	001-40542	3.1	06/01/2023
3.3		Amended and Restated Bylaws of the Company	8-K	001-40542	3.2	07/02/2021
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.					*
101.SCH		Inline XBRL Taxonomy Extension Schema Document					*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document					*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document					*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document					*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document					*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)					*

* Filed herewith.

** Furnished herewith.

† Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Mister Car Wash, Inc.
Date: October 31, 2025		By:	/s/ John Lai
			John Lai
			Chairperson, President and Chief Executive Officer (Principal Executive Officer)
Date: October 31, 2025		By:	/s/ Jedidiah Gold
			Jedidiah Gold
			Chief Financial Officer (Principal Financial Officer)

30

FAQ

What were MCW’s Q3 2025 revenues and earnings?

Q3 net revenues were $263,417 and net income was $27,411, with diluted EPS of $0.08.

How did Mister Car Wash’s Adjusted EBITDA perform in Q3 2025?

Adjusted EBITDA was $86,792 with a 32.9% margin.

How many Mister Car Wash locations were operating at quarter-end?

The company operated 527 locations as of September 30, 2025.

What is MCW’s subscription base and penetration?

Unlimited Wash Club members were about 2,227 thousand, contributing 77% of total wash sales in Q3.

What were year-to-date operating cash flows for 2025?

Net cash provided by operating activities was $225,733 for the nine months ended September 30, 2025.

What is MCW’s current debt position?

Long‑term debt, net, was $827,231 as of September 30, 2025.

How many shares of MCW were outstanding?

As of October 23, 2025, there were 327,568,371 shares of common stock outstanding.