Mister Car Wash (NYSE: MCW) officer RSU vesting triggers tax-share sale

Rhea-AI Filing Summary

Mister Car Wash Chief Innovation Officer Joseph Duane Matheny reported equity activity tied to a restricted stock unit vesting event. He acquired 5,068 shares of common stock through the exercise of RSUs at $0.00 per share, then 2,318 shares were automatically sold at $7.08 per share to cover taxes and fees. Following these transactions, he directly holds 93,827 common shares and indirectly holds 45,000 common shares through the Emersyn Matheny Irrevocable Trust.

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

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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)
03/01/2026

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	03/01/2026		M		5,068	A	$0	96,145	D
Common Stock	03/02/2026		S		2,318(1)	D	$7.08	93,827	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)	03/01/2026		M		5,068(3)		(4)	(5)	Common Stock	5,068	$0	5,068	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 4 equal installments beginning on March 1, 2024 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	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Mister Car Wash (MCW) insider Joseph Duane Matheny report on this Form 4?

Joseph Duane Matheny reported RSU-related transactions, including acquiring 5,068 Mister Car Wash common shares via RSU conversion and an automatic sale of 2,318 shares to cover taxes and fees after a vesting event.

How many Mister Car Wash (MCW) shares did Joseph Duane Matheny sell and at what price?

He reported an automatic sale of 2,318 Mister Car Wash common shares at $7.08 per share. The footnotes state this non-discretionary sale was executed solely to cover taxes and fees from RSU vesting and settlement.

How many Mister Car Wash (MCW) shares does Joseph Duane Matheny own after these transactions?

After the reported transactions, he directly owns 93,827 Mister Car Wash common shares. He also indirectly owns 45,000 additional common shares through the Emersyn Matheny Irrevocable Trust, as disclosed in the Form 4 data.

What RSU activity did Mister Car Wash (MCW) disclose for Joseph Duane Matheny?

The filing shows 5,068 Restricted Stock Units were exercised or converted into common stock at $0.00 per share. Footnotes explain the event reflects a restricted stock unit vesting and settlement, part of a multi-year vesting schedule.

How do Mister Car Wash (MCW) RSUs vest for Joseph Duane Matheny?

The restricted stock units vest in four equal installments beginning on March 1, 2024. Vesting is conditioned on Joseph Duane Matheny’s continued service with Mister Car Wash through each applicable vesting date, according to the Form 4 footnotes.

Do Mister Car Wash (MCW) RSUs reported for Joseph Duane Matheny have an expiration date?

The Form 4 footnotes state that the Restricted Stock Units reported for Joseph Duane Matheny do not have an expiration date, meaning they remain outstanding subject to vesting conditions rather than expiring on a fixed future day.