Mister Car Wash CFO equity cashed out in merger
Mister Car Wash, Inc. Chief Financial Officer Jedidiah Marc Gold reported equity changes tied to the company’s merger with MCW Parent.
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Form Type
4
Rhea-AI Filing Summary
Mister Car Wash, Inc. Chief Financial Officer Jedidiah Marc Gold reported equity changes tied to the company’s merger with MCW Parent. At the merger’s effective time, each common share was converted into the right to receive $7.00 in cash, and his restricted stock units and stock options were cancelled for cash payments based on this amount. He also contributed 43,285.71 shares to the new parent entity in exchange for indirect equity interests.
Insider Trade Summary
133,485 shares exercised/converted
Exercise
5 txns
Insider
Gold Jedidiah Marc
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 133,485 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 709,728 | $0.00 | $0.00 |
| Exercise | Common Stock | 133,485 | $0.00 | $0.00 |
| Other | Common Stock | 43,285.71 | $0.00 | $0.00 |
| Disposition | Common Stock | 176,278.29 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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"). 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").
- F2. 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.
- F3. Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent, the reporting person agreed to contribute 43,285.71 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.
- F4. 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
Common Shares Disposed to Issuer: 176,278.29 shares
Shares Rolled into Parent: 43,285.71 shares
+3 more
6 metrics
Merger Consideration per Share
$7.00 per share
Cash paid for each outstanding common share at effective time of merger
Common Shares Disposed to Issuer
176,278.29 shares
Common stock disposition to issuer reported with zero remaining direct shares
Shares Rolled into Parent
43,285.71 shares
Contributed to MCW Parent for indirect equity interests under Rollover Agreement
RSUs Converted
133,485 units
Restricted stock units converted to cash based on $7.00 Merger Consideration
Stock Options Cancelled
709,728 options
Stock options cancelled and paid cash for any value above exercise price
Stock Option Exercise Price
$2.12 per share
Exercise price for cancelled stock option linked to 709,728 underlying shares
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, 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
"was cancelled and automatically converted into the right to receive $7.00 in cash... (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 Units financial
"each outstanding restricted stock unit fully vested, was cancelled, and converted into the right to receive a lump sum cash payment..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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 regulatory
"Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent..."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the Mister Car Wash (MCW) CFO report on this Form 4?
The CFO reported equity changes connected to Mister Car Wash’s merger with MCW Parent. His common shares, restricted stock units, and stock options were cancelled and converted into cash based on $7.00 per share, with a portion of shares rolled into equity of the new parent.
How were the Mister Car Wash (MCW) CFO’s restricted stock units treated?
At the effective time, each outstanding restricted stock unit fully vested, was cancelled, and converted into a lump-sum cash payment. The payment equaled the Merger Consideration of $7.00 multiplied by the number of shares of common stock underlying each restricted stock unit award.
What happened to the Mister Car Wash (MCW) CFO’s stock options in the merger?
Each vested and unvested stock option fully vested, was cancelled, and converted into a cash payment. The cash equaled the excess, if any, of the $7.00 Merger Consideration over the option’s exercise price per share, multiplied by the number of common shares underlying the option.
What is the Rollover Agreement mentioned in the Mister Car Wash (MCW) Form 4?
Under a Rollover Agreement dated May 18, 2026, the CFO agreed to contribute 43,285.71 shares to MCW Parent. In exchange, he received indirect equity interests in the parent, with his contributed shares valued at $7.00 per share, effective just before the merger’s closing.
Did the Mister Car Wash (MCW) CFO retain equity after the merger?
The filing shows his direct Mister Car Wash common stock position going to zero after cancellations. However, he received indirect equity interests in MCW Parent by contributing 43,285.71 shares under the Rollover Agreement, giving him exposure through the new parent structure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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