219M Mister Car Wash (MCW) shares cancelled in Green Equity merger deal
Rhea-AI Filing Summary
Mister Car Wash, Inc. reported an entity restructuring transaction involving 219,213,079 shares of Common Stock at $7.00 per share, all held indirectly through investment entities. The shares were contributed to MCW Parent, LP and then cancelled in connection with a merger where Boson Merger Sub, Inc. merged into Mister Car Wash, Inc., which continued as the surviving corporation.
The cancelled shares had previously been owned by Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC. John Kristofer Galashan may be deemed an indirect beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership except to the extent of any pecuniary interest. Following the transaction, he reports 0 shares of Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 219,213,079 shares
Net Sell
1 txn
Insider
Galashan John Kristofer
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 219,213,079 | $7.00 | $1.53B |
Holdings After Transaction:
Common Stock — 0 shares (Indirect, See footnote.)
Footnotes (6)
- F1. In connection with the terms of an Agreement and Plan of Merger, dated February 17, 2026 (the "Merger Agreement"), by and among the Issuer, MCW Parent, LP ("Parent"), Boson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of certain provisions in the Merger Agreement, Mister Car Wash Holdings, Inc., a wholly owned subsidiary of the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
- F2. Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), the shares of the Issuer's Common Stock ("Common Stock"), par value $0.01 (the "Shares"), owned by the Reporting Persons were contributed and assigned to Parent in exchange for equity interests in Parent (together with the Merger, the "Transaction"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, the Shares were automatically cancelled and extinguished without any conversion thereof or consideration paid therefor.
- F3. Represents shares of Common Stock previously owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B that were cancelled as part of the Transaction. Of the shares of Common Stock reported, 134,812,845 were held by GEI VI, 80,348,253 were held by GEI Side VI, 315,683 were held by Associates VI-A, and 3,736,298 were held by Associates VI-B.
- F4. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B.
- F5. Mr. Galashan, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B and, therefore, a "ten percent holder" hereunder.
- F6. Mr. Galashan disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein. This report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Key Figures
Restructured shares: 219,213,079 shares
Implied value per share: $7.00 per share
Shares held by GEI VI: 134,812,845 shares
+4 more
7 metrics
Restructured shares
219,213,079 shares
Common Stock moved then cancelled in merger transaction
Implied value per share
$7.00 per share
Transaction price for Common Stock restructuring
Shares held by GEI VI
134,812,845 shares
Portion of Common Stock cancelled in the transaction
Shares held by GEI Side VI
80,348,253 shares
Portion of Common Stock cancelled in the transaction
Shares held by Associates VI-A
315,683 shares
Portion of Common Stock cancelled in the transaction
Shares held by Associates VI-B
3,736,298 shares
Portion of Common Stock cancelled in the transaction
Post-transaction holdings
0 shares
Total shares reported by Galashan after transaction
Key Terms
Agreement and Plan of Merger, Contribution Agreement, Merger Sub, beneficial ownership, +1 more
5 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of an Agreement and Plan of Merger, dated February 17, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Contribution Agreement regulatory
"Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026"
Merger Sub financial
"Boson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub")"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
beneficial ownership financial
"may be deemed for purposes of Section 16 ... to be the indirect beneficial owner"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What was the role of MCW Parent, LP in the Mister Car Wash (MCW) merger?
MCW Parent, LP received Mister Car Wash Common Stock from Green Equity entities under a Contribution Agreement, then completed a merger where Boson Merger Sub, Inc. merged into Mister Car Wash, with the company continuing as the surviving corporation.
Why does John Kristofer Galashan disclaim beneficial ownership of Mister Car Wash (MCW) shares?
He states he may be deemed an indirect beneficial owner through Green Equity entities for Section 16 purposes but expressly disclaims beneficial ownership of Mister Car Wash shares, except to the extent of any pecuniary interest in those investment vehicles.
What agreements governed the Mister Car Wash (MCW) restructuring transaction?
The transaction was governed by an Agreement and Plan of Merger dated February 17, 2026, and a separate Contribution Agreement dated the same day among MCW Parent, LP and several Green Equity entities holding Mister Car Wash Common Stock.