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Mister Car Wash (NYSE: MCW) sponsors restructure 219M shares in merger deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Mister Car Wash, Inc. large shareholders affiliated with Leonard Green & Partners reported restructuring transactions tied to a going‑private merger. Four J‑code “other” entries show a total of 219,213,079 shares of Common Stock at $7.00 per share being contributed to MCW Parent, LP under a Contribution Agreement dated February 17, 2026, immediately before the merger closed.

Following the merger, Boson Merger Sub, Inc. combined with Mister Car Wash, Inc., and these contributed shares were automatically cancelled and extinguished. The reporting entities now show zero Mister Car Wash common shares, and they collectively disclaim beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

  • None.
Insider Green Equity Investors VI, L.P., GEI Capital VI, LLC, Green Equity Investors Side VI, L.P., Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Associates VI-A LLC, LGP Associates VI-B LLC, LGP MANAGEMENT INC, PERIDOT COINVEST MANAGER LLC
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Other Common Stock 134,812,845 $7.00 $943.69M
Other Common Stock 80,348,253 $7.00 $562.44M
Other Common Stock 315,683 $7.00 $2.21M
Other Common Stock 3,736,298 $7.00 $26.15M
Holdings After Transaction: Common Stock — 0 shares (Direct)
Footnotes (13)
  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 that were cancelled as part of the Transaction.
  4. F4. Represents shares owned by GEI VI.
  5. F5. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the manager of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
  6. F6. Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, 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.
  7. F7. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 of the Exchange Act or for any other purpose.
  8. F8. Represents shares of Common Stock previously owned by GEI Side VI that were cancelled as part of the Transaction.
  9. F9. Represents shares of Common Stock owned by GEI Side VI.
  10. F10. Represents shares of Common Stock previously owned by Associates VI-A that were cancelled as part of the Transaction.
  11. F11. Represents shares of Common Stock owned by Associates VI-A.
  12. F12. Represents shares of Common Stock previously owned by Associates VI-B that were cancelled as part of the Transaction.
  13. F13. Represents shares of Common Stock owned by Associates VI-B.
Restructured shares total 219,213,079 shares J-code restructuring transactions in connection with merger
Reference share price $7.00 per share Price used for all four Common Stock transactions
GEI VI cancelled block 134,812,845 shares Common Stock previously owned by GEI VI cancelled in transaction
GEI VI additional block 80,348,253 shares Common Stock entry tied to GEI VI holdings
Associates VI-A block 3,736,298 shares Common Stock previously owned by Associates VI-A cancelled
Associates VI-B block 315,683 shares Common Stock previously owned by Associates VI-B cancelled
Post-transaction holdings 0 shares Total shares following each reported transaction
Agreement and Plan of Merger financial
"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 financial
"Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026"
ten percent holder financial
"may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934 ... to be the indirect beneficial owner ... and, therefore, a "ten percent holder" hereunder"
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.
pecuniary interest financial
"disclaims beneficial ownership of the shares of Common Stock ... except to the extent of its pecuniary interest therein"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Leonard Green-affiliated holders report in Mister Car Wash (MCW) Form 4/A?
They reported J-code “other” transactions restructuring Mister Car Wash common stock. Shares were contributed to MCW Parent, LP and then cancelled in connection with a merger, leaving the reporting entities with no Mister Car Wash common shares outstanding afterward.

How many Mister Car Wash (MCW) shares were involved in the Leonard Green restructuring?
The filing shows 219,213,079 Mister Car Wash common shares across four J-code transactions. Individual entries cover 3,736,298, 315,683, 80,348,253 and 134,812,845 shares, all tied to the broader merger and contribution structure described in the accompanying footnotes.

At what price were the Mister Car Wash (MCW) shares valued in these Form 4/A entries?
Each reported transaction uses a reference price of $7.00 per Mister Car Wash common share. This price applies consistently across all four J-code entries documenting the contribution of shares to MCW Parent, LP before the merger-related cancellation.

What merger structure affected Leonard Green’s Mister Car Wash (MCW) holdings?
Boson Merger Sub, Inc., a wholly owned subsidiary of MCW Parent, LP, merged with Mister Car Wash, Inc. Mister Car Wash survived the merger, and shares previously contributed to MCW Parent, LP under a Contribution Agreement were automatically cancelled as part of this overall transaction.

Do the reporting persons still own Mister Car Wash (MCW) common stock after the restructuring?
No, the Form 4/A shows total shares following each transaction as zero. The footnotes explain that the contributed shares were cancelled in the merger, and the reporting persons collectively show no remaining Mister Car Wash common stock holdings after the transaction.

How does the Mister Car Wash (MCW) filing describe the reporting persons’ ownership status?
The filing states that various Leonard Green-affiliated entities may be deemed indirect beneficial owners and “ten percent holders.” It also notes that each reporting person disclaims beneficial ownership of shares not held of record, except to the extent of its pecuniary interest.
SEC Form 4
FORM 4UNITED 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*
Green Equity Investors VI, L.P.
(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)
XDirectorX10% 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)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026J(1)(2)134,812,845(3)D$70(4)(5)(6)(7)D
Common Stock05/19/2026J(1)(2)80,348,253(8)D$70(5)(6)(7)(9)D
Common Stock05/19/2026J(1)(2)315,683(10)D$70(5)(6)(7)(11)D
Common Stock05/19/2026J(1)(2)3,736,298(12)D$70(5)(6)(7)(13)D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Green Equity Investors VI, L.P.
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
GEI Capital VI, LLC
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Green Equity Investors Side VI, L.P.
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Green VI Holdings, LLC
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Leonard Green & Partners, L.P.
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LGP Associates VI-A LLC
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LGP Associates VI-B LLC
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
LGP MANAGEMENT INC
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
PERIDOT COINVEST MANAGER LLC
(Last)(First)(Middle)
11111 SANTA MONICA BLVD.
SUITE 2000
(Street)
LOS ANGELES CALIFORNIA 90025
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
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 that were cancelled as part of the Transaction.
4. Represents shares owned by GEI VI.
5. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the manager of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
6. Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, 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.
7. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 of the Exchange Act or for any other purpose.
8. Represents shares of Common Stock previously owned by GEI Side VI that were cancelled as part of the Transaction.
9. Represents shares of Common Stock owned by GEI Side VI.
10. Represents shares of Common Stock previously owned by Associates VI-A that were cancelled as part of the Transaction.
11. Represents shares of Common Stock owned by Associates VI-A.
12. Represents shares of Common Stock previously owned by Associates VI-B that were cancelled as part of the Transaction.
13. Represents shares of Common Stock owned by Associates VI-B.
Remarks:
Messrs. John Danhakl, Jonathan Seiffer, J. Kristofer Galashan and Jeffrey Suer are members of the board of directors of the Issuer, and partners of LGP, which is an affiliate of LGPM, Peridot, Capital, Holdings, GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B (together with LGP, the "LGP Entities"). Accordingly, Messrs. Danhakl, Seiffer, Galashan and Suer may be determined to represent the interest of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be directors for purposes of Section 16 of the Exchange Act. This amendment is being filed to check the box indicating that the Reporting Persons are no longer subject to Section 16.
/s/ Andrew C. Goldberg, attorney-in-fact05/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR