219M Mister Car Wash (NYSE: MCW) shares cancelled in merger restructuring

Rhea-AI Filing Summary

Mister Car Wash, Inc. insiders affiliated with private equity funds completed a large share restructuring tied to a merger. Entities including Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC contributed a total of 219,213,079 shares of Common Stock to MCW Parent, LP in exchange for equity interests in Parent at a reference price of $7.00 per share. At the effective time of the merger between Boson Merger Sub, Inc. and Mister Car Wash, Inc., these shares were automatically cancelled and extinguished. Director and ten percent holder John G. Danhakl is reported as an indirect beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership beyond any pecuniary interest.

Insights

Equity structure analyst

Large insider-held block was restructured and cancelled in a merger.

The filing shows 219,213,079 shares of Mister Car Wash Common Stock held by four affiliated investment entities being contributed to MCW Parent, LP and then cancelled in a merger at $7.00 per share. This reflects a corporate transaction rather than open-market trading.

Shares were previously split among GEI VI, GEI Side VI, Associates VI-A and Associates VI-B, all associated with John G. Danhakl for Section 16 purposes. After cancellation, reported holdings drop to zero, indicating the prior public stake has been fully exchanged into Parent equity within the transaction structure.

Mr. Danhakl disclaims beneficial ownership beyond his pecuniary interest, underscoring that these positions were held through funds and LLCs. Subsequent company disclosures outside this report would frame how the merger and cancellation affect Mister Car Wash’s capital structure and public float.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DANHAKL JOHN G

Role null

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 (1)

1. 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"). 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. 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. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Danhakl, 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. Mr. Danhakl 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 Reference price: $7.00 per share GEI VI holdings: 134,812,845 shares +4 more

7 metrics

Restructured shares 219,213,079 shares Common Stock contributed to Parent and cancelled in merger

Reference price $7.00 per share Transaction price per share for reported Common Stock

GEI VI holdings 134,812,845 shares Shares held by Green Equity Investors VI, L.P. before cancellation

GEI Side VI holdings 80,348,253 shares Shares held by Green Equity Investors Side VI, L.P. before cancellation

Associates VI-A holdings 315,683 shares Shares held by LGP Associates VI-A LLC before cancellation

Associates VI-B holdings 3,736,298 shares Shares held by LGP Associates VI-B LLC before cancellation

Post-transaction holdings 0 shares Total shares reported following the merger-related cancellation

Key Terms

Agreement and Plan of Merger, Contribution Agreement, Merger Sub, ten percent holder, +2 more

6 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 regulatory

"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.

ten percent holder financial

"and, therefore, a "ten percent holder" hereunder."

Section 16 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

indirect beneficial owner financial

"may be deemed for purposes of Section 16 ... to be the indirect beneficial owner"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DANHAKL JOHN G

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Mister Car Wash, Inc. [ MCW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/19/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		J(1)(2)		219,213,079(3)	D	$7	0(4)	I	See footnote.(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B.

5. Mr. Danhakl, 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.

6. Mr. Danhakl 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.

Remarks:

This amendment is being filed to check the box indicating that the Reporting Person is no longer subject to Section 16.

	/s/ Andrew C. Goldberg, attorney-in-fact	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What transaction involving Mister Car Wash (MCW) shares is reported in this Form 4/A?

The report shows 219,213,079 Mister Car Wash Common Stock shares held by affiliated investment entities being contributed to MCW Parent, LP and then automatically cancelled in connection with a merger, at a reference price of $7.00 per share.

Which entities held the Mister Car Wash (MCW) shares cancelled in the merger?

The cancelled shares were previously 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, all affiliated investment entities associated with the reporting person for Section 16 purposes.

How many Mister Car Wash (MCW) shares did each affiliated fund hold before cancellation?

Of the 219,213,079 shares, 134,812,845 were held by GEI VI, 80,348,253 by GEI Side VI, 315,683 by Associates VI-A, and 3,736,298 by Associates VI-B, all cancelled as part of the merger transaction.

What merger is connected to this Mister Car Wash (MCW) insider restructuring?

The restructuring relates to an Agreement and Plan of Merger among Mister Car Wash, MCW Parent, LP and Boson Merger Sub, Inc., under which Merger Sub merged into Mister Car Wash, with the company surviving and the contributed shares automatically cancelled at the merger’s effective time.

Does John G. Danhakl personally own the Mister Car Wash (MCW) shares in this filing?

John G. Danhakl is treated as an indirect beneficial owner for Section 16 because of his roles with GEI VI, GEI Side VI and related entities, but he expressly disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest.

What is John G. Danhakl’s ownership position in Mister Car Wash (MCW) after this transaction?

After the restructuring and cancellation of 219,213,079 shares, the Form 4/A shows 0 shares of Mister Car Wash Common Stock reported as indirectly owned, reflecting that the prior positions through the affiliated entities were fully eliminated in the merger transaction.