219M Mister Car Wash (MCW) insider shares cancelled in GEI VI-led merger

Rhea-AI Filing Summary

Mister Car Wash, Inc. insider reporting reflects a large internal restructuring tied to a merger transaction. Entities affiliated with Green Equity Investors VI, Green Equity Investors Side VI, LGP Associates VI-A and LGP Associates VI-B contributed a total of 219,213,079 shares of Common Stock at $7.00 per share to MCW Parent, LP and then those shares were automatically cancelled in a merger where the issuer continued as the surviving corporation. The filing shows 134,812,845 shares for GEI VI, 80,348,253 for GEI Side VI, 315,683 for Associates VI-A and 3,736,298 for Associates VI-B. Following the cancellation, the reporting person shows zero indirect shares and formally disclaims beneficial ownership of the reported securities except for any pecuniary interest.

Insights

Corporate actions analyst

Filing documents cancellation of 219M insider-held shares in a merger.

This Form 4/A records how entities associated with Green Equity Investors VI moved and cancelled 219,213,079 Mister Car Wash common shares in connection with a merger at $7.00 per share. The issuer survives as the continuing corporation after the merger structure.

The transaction uses code J, indicating an “other acquisition or disposition” rather than open‑market trading. It is classified as restructuring, with all 219,213,079 shares cancelled and total shares following the transaction reported as zero for the indirect position.

The reporting person, Jonathan A. Seiffer, may be deemed an indirect beneficial owner under Section 16 because of his relationship to the Green funds, but he explicitly disclaims beneficial ownership beyond any pecuniary interest. The market impact depends on broader merger terms, which are not detailed here.

Insider Trade Summary

Net Seller: 219,213,079 shares

Net Sell 1 txn

Insider SEIFFER JONATHAN A

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)

1. 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").
2. 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.
3. 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.
4. F4. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B.
5. F5. Mr. Seiffer, 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. F6. Mr. Seiffer 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 transaction price: $7.00 per share GEI VI holdings: 134,812,845 shares +4 more

7 metrics

Restructured shares 219,213,079 shares Common Stock involved in restructuring transaction

Implied transaction price $7.00 per share Price per share shown for the restructuring

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

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

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

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

Post-transaction indirect holdings 0 shares Total shares following transaction for reported indirect position

Key Terms

Agreement and Plan of Merger, Contribution Agreement, Section 16 of the Securities Exchange Act of 1934, ten percent holder, +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"

Section 16 of the Securities Exchange Act of 1934 regulatory

"may be deemed 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.

ten percent holder financial

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

indirect beneficial owner financial

"may be deemed ... to be the indirect beneficial owner of some or all of the shares"

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/19/2026 - 07:15 PM Learn about SEC filing dates

FAQ

What did the Mister Car Wash (MCW) Form 4/A report for Jonathan A. Seiffer?

The Form 4/A reports an internal restructuring where entities tied to Jonathan A. Seiffer moved 219,213,079 Mister Car Wash common shares at $7.00 per share into MCW Parent, LP, and those shares were then cancelled in a merger where Mister Car Wash remained the surviving corporation.

How many Mister Car Wash (MCW) shares were involved in the merger-related restructuring?

The filing shows 219,213,079 shares of Mister Car Wash Common Stock involved in the restructuring. These shares were first contributed to MCW Parent, LP and then automatically cancelled at the merger’s effective time as part of the overall transaction framework described in the agreements.

Which entities held the Mister Car Wash (MCW) shares that were cancelled?

The cancelled shares were held by Green Equity Investors VI, L.P. with 134,812,845 shares, Green Equity Investors Side VI, L.P. with 80,348,253 shares, LGP Associates VI-A LLC with 315,683 shares, and LGP Associates VI-B LLC with 3,736,298 shares, all prior to the transaction.

Did Jonathan A. Seiffer personally sell Mister Car Wash (MCW) shares in this Form 4/A?

The filing does not show an open-market sale by Jonathan A. Seiffer. It records an “other acquisition or disposition” restructuring where affiliated funds contributed shares to MCW Parent, LP and these shares were then cancelled in a merger, with Seiffer reporting zero indirect shares afterward.

What ownership position does Jonathan A. Seiffer report after the Mister Car Wash (MCW) transaction?

After the restructuring and cancellation of 219,213,079 shares, the Form 4/A shows total shares following the transaction as zero for the reported indirect position. Seiffer also disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest he may have.

How is the merger involving Mister Car Wash (MCW) and MCW Parent, LP described in the filing?

The filing states that Boson Merger Sub, Inc., a wholly owned subsidiary of MCW Parent, LP, merged with and into Mister Car Wash, Inc., with Mister Car Wash continuing as the surviving corporation. The contributed shares were automatically cancelled at the effective time of this merger.

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^*

SEIFFER JONATHAN A

(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. Seiffer, 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. Seiffer 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)