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Mister Car Wash CIO Exercises 5,000 RSUs, Sells Portion for Tax Obligations

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Joseph Duane Matheny, Chief Innovation Officer of Mister Car Wash, reported significant insider transactions on June 25-26, 2025:

  • Acquired 5,000 shares through the vesting of Restricted Stock Units (RSUs) at $0 exercise price
  • Subsequently sold 2,119 shares at $6.13 per share in a non-discretionary transaction to cover tax obligations
  • Following these transactions, Matheny directly owns 91,077 shares
  • Additionally holds indirect ownership of 45,000 shares through the Emersyn Matheny Irrevocable Trust

The RSUs vest in 5 equal annual installments starting June 25, 2022, contingent on continued service. This transaction represents a scheduled vesting event under the company's equity compensation plan, with automatic share sales for tax withholding purposes.

Positive

  • None.

Negative

  • None.
Insider Matheny Joseph Duane
Role Chief Innovation Officer
Sold 2,119 shs ($13K)
Approx. gross sale proceeds $13K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock 2,119 $6.13 $13K
Exercise Restricted Stock Units 5,000 $0.00 $0.00
Exercise Common Stock 5,000 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 5,000 contracts (Direct); Common Stock — 91,077 shares (Direct); Common Stock — 45,000 shares (Indirect, Emersyn Matheny Irrevocable Trust)
Footnotes (5)
  1. F1. The sales reported on this Form 4 represent shares automatically sold in a non-discretionary transaction to cover taxes and fees in connection with the vesting and settlement of restricted stock unit awards.
  2. F2. Each Restricted Stock Unit ("RSU") represents a continent right to recieve one share of the Issuer's common stock upon vesting.
  3. F3. This filing relates to the occurrence of a restricted stock unit vesting event.
  4. F4. The restricted stock units vest in 5 equal installments beginning on June 25, 2022 subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.
  5. F5. The RSUs do not have an expiration date.

FAQ

How many MCW shares did Chief Innovation Officer Joseph Matheny sell on June 26, 2025?
Joseph Matheny sold 2,119 shares of MCW common stock on June 26, 2025 at a price of $6.13 per share. This sale was automatically executed to cover taxes and fees related to the vesting of restricted stock units.

How many restricted stock units (RSUs) vested for MCW's Chief Innovation Officer in June 2025?
5,000 restricted stock units (RSUs) vested for Joseph Matheny, MCW's Chief Innovation Officer, on June 25, 2025. These RSUs were converted to common stock at a conversion rate of one share per RSU.

What is the total MCW stock ownership of Joseph Matheny after the June 2025 transactions?
After the reported transactions, Joseph Matheny owned 91,077 shares of MCW common stock directly, plus an additional 45,000 shares indirectly through the Emersyn Matheny Irrevocable Trust, for a total beneficial ownership of 136,077 shares.

What is the vesting schedule for MCW's restricted stock units granted to Joseph Matheny?
The restricted stock units vest in 5 equal annual installments beginning on June 25, 2022, subject to Matheny's continued service with Mister Car Wash. The RSUs do not have an expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →
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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
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*
Matheny Joseph Duane
(Last) (First) (Middle)
C/O MISTER CAR WASH, INC.
222 E. 5TH STREET
(Street)
TUCSON AZ 85705
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mister Car Wash, Inc. [ MCW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Innovation Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 06/25/2025 M 5,000 A $0 93,196 D
Common Stock 06/26/2025 S 2,119(1) D $6.13 91,077 D
Common Stock 45,000 I Emersyn Matheny Irrevocable Trust
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
Restricted Stock Units (2) 06/25/2025 M 5,000(3) (4) (5) Common Stock 5,000 $0 5,000 D
Explanation of Responses:
1. The sales reported on this Form 4 represent shares automatically sold in a non-discretionary transaction to cover taxes and fees in connection with the vesting and settlement of restricted stock unit awards.
2. Each Restricted Stock Unit ("RSU") represents a continent right to recieve one share of the Issuer's common stock upon vesting.
3. This filing relates to the occurrence of a restricted stock unit vesting event.
4. The restricted stock units vest in 5 equal installments beginning on June 25, 2022 subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.
5. The RSUs do not have an expiration date.
Michelle Krall, as Attorney-in-Fact for Joseph Matheny 06/27/2025
** 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.

Source: View Original Filing on SEC EDGAR