Mister Car Wash (MCW) executive reports cash-out and rollover in $7.00-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mister Car Wash, Inc. filed an insider report for Chief Innovation Officer Joseph Duane Matheny tied to the closing of a cash merger with MCW Parent, LP. Under the merger, each outstanding share of common stock was cancelled and converted into the right to receive $7.00 in cash, without interest.
At the effective time, all of Matheny’s restricted stock units fully vested, were cancelled, and became rights to a cash payment based on the $7.00 merger price. His outstanding stock options were also cancelled and converted into cash equal to the excess of the merger consideration over their exercise prices, multiplied by the underlying shares.
Immediately before the merger, Matheny contributed 86,428.57 shares$7.00 per share. The filing also shows related dispositions of common stock, including shares held by the Emersyn Matheny Irrevocable Trust, and reports 133,404 shares
Positive
- None.
Negative
- None.
Insider Trade Summary
39,577 shares exercised/converted
Mixed
7 txns
Insider
Matheny Joseph Duane
Role
Chief Innovation Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 39,577 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 222,912 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 148,608 | $0.00 | -- |
| Exercise | Common Stock | 39,577 | $0.00 | -- |
| Other | Common Stock | 86,428.57 | $0.00 | -- |
| Disposition | Common Stock | 46,975.43 | $0.00 | -- |
| Disposition | Common Stock | 45,000 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 133,404 shares (Direct, null);
Common Stock — 0 shares (Indirect, Emersyn Matheny Irrevocable Trust)
Footnotes (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"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain shares described in the Merger Agreement) was cancelled and automatically converted into the right to receive $7.00 in cash, without interest (the "Merger Consideration"). At the Effective Time, each outstanding restricted stock unit fully vested, was cancelled, and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such award of restricted stock unit. Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent, the reporting person agreed to contribute 86,428.57 shares to Parent (the "Rollover") in exchange for indirect equity interests in Parent, effective immediately prior to the Effective Time, as contemplated by the Merger Agreement. For purposes of the Rollover, the reporting person's shares were valued at $7.00 per share. At the Effective Time, each vested and unvested outstanding stock option, fully vested, was cancelled, and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of the Common Stock subject to such stock option multiplied by (ii) the number of shares of Common Stock subject to such stock option.
Key Figures
Merger consideration per share: $7.00 per share
Rollover shares: 86,428.57 shares
RSUs converted: 39,577 shares
+5 more
8 metrics
Merger consideration per share
$7.00 per share
Cash paid for each Mister Car Wash common share in the merger
Rollover shares
86,428.57 shares
Common shares contributed by Matheny to MCW Parent, LP at $7.00
RSUs converted
39,577 shares
Restricted stock units converted into common stock, then cash-settled at merger
Stock options at $0.46
148,608 options
Options cancelled for cash based on $7.00 merger consideration and $0.46 exercise price
Stock options at $0.66
222,912 options
Options cancelled for cash based on $7.00 merger consideration and $0.66 exercise price
Trust share disposition
45,000 shares
Common stock held by Emersyn Matheny Irrevocable Trust disposed to the issuer
Direct share disposition
46,975.43 shares
Common stock directly held and disposed to the issuer in merger-related steps
Direct holdings after transactions
133,404 shares
Mister Car Wash common stock directly owned by Matheny following reported transactions
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, stock option, +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.
Merger Consideration financial
"converted into the right to receive $7.00 in cash, without interest (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock unit financial
"each outstanding restricted stock unit fully vested, was cancelled, and converted into the right to receive a lump sum cash payment"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
stock option financial
"each vested and unvested outstanding stock option, fully vested, was cancelled, and converted into the right to receive a lump sum cash payment"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
Rollover Agreement financial
"Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent"
FAQ
What does the Mister Car Wash (MCW) Form 4 report for Joseph Duane Matheny?
The Form 4 shows transactions tied to a cash merger, where Joseph Duane Matheny’s Mister Car Wash shares, restricted stock units, and stock options were cancelled and converted into cash rights based on a $7.00-per-share merger price, plus a rollover of certain shares.
What merger is referenced in the Mister Car Wash (MCW) insider filing?
The filing references a merger under an Agreement and Plan of Merger among Mister Car Wash, MCW Parent, LP, and Boson Merger Sub, Inc., where Merger Sub combined with Mister Car Wash and each outstanding common share was converted into the right to receive $7.00 in cash.
How were Joseph Duane Matheny’s restricted stock units in Mister Car Wash (MCW) treated?
At the merger’s effective time, all outstanding restricted stock units fully vested, were cancelled, and converted into the right to receive a lump-sum cash payment equal to the $7.00 merger consideration multiplied by the number of Mister Car Wash common shares subject to each restricted stock unit award.
What happened to Joseph Duane Matheny’s stock options in Mister Car Wash (MCW)?
At the effective time, each vested and unvested stock option was cancelled and converted into cash equal to the excess, if any, of the $7.00 merger consideration over the option’s exercise price, multiplied by the number of Mister Car Wash common shares underlying that option, all paid in a lump sum.
What is the rollover described in the Mister Car Wash (MCW) Form 4?
Under a Rollover Agreement with MCW Parent, LP, Joseph Duane Matheny agreed to contribute 86,428.57 shares of Mister Car Wash common stock to Parent immediately before the merger, receiving indirect equity interests in Parent, with those contributed shares valued at $7.00 per share for the rollover.