Mister Car Wash (NYSE: MCW) GC equity cashed out in $7.00-per-share merger

Rhea-AI Filing Summary

Mister Car Wash, Inc. completed a merger in which each share of Common Stock was converted into the right to receive $7.00 in cash. General Counsel Michelle Clare Krall’s equity awards were cashed out as part of this transaction.

Restricted stock units covering 23,540 shares of Common Stock fully vested and were cancelled in exchange for a cash payment based on the $7.00 per-share merger price. Stock options covering 48,076 shares with a $5.31 exercise price were also cancelled for a cash payment equal to the merger price minus the exercise price, multiplied by the number of option shares.

Following these transactions, the filing shows no remaining stock options or restricted stock units for the reporting person in this Form 4, reflecting the cash settlement of her equity in connection with the merger.

Insights

M&A and executive compensation analyst

Executive equity is fully cashed out at the $7.00 merger price.

The filing shows how the completed merger of Mister Car Wash, Inc. triggered automatic cash treatment of the General Counsel’s equity. Each Common Share was converted into $7.00 in cash, while RSUs and options were settled based on this same merger price.

23,540 restricted stock units vested and were cancelled for a cash payment tied to $7.00 per share, and 48,076 stock options with a $5.31 exercise price were cancelled for their in-the-money value. No derivative positions remain in the derivative summary, indicating the executive’s equity exposure under these awards ended at closing.

For investors, this Form 4 mainly confirms the mechanical application of the merger terms to insider equity. The economics match the merger agreement descriptions; implications for shareholders are driven by the $7.00 per-share consideration rather than by these routine insider settlements.

Insider Trade Summary

23,540 shares exercised/converted

Mixed 4 txns

Insider Krall Michelle Clare

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,540	$0.00	--
Disposition	Stock Option (Right to Buy)	48,076	$0.00	--
Exercise	Common Stock	23,540	$0.00	--
Disposition	Common Stock	23,540	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 23,540 shares (Direct, null)

Footnotes (1)

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. 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: $7.00 per share RSUs settled: 23,540 shares Options cancelled: 48,076 options +2 more

5 metrics

Merger Consideration $7.00 per share Cash paid for each Common Share at effective time of merger

RSUs settled 23,540 shares Restricted stock units converted to cash at $7.00 per share

Options cancelled 48,076 options Stock options fully vested and cancelled for cash

Option exercise price $5.31 per share Exercise price of cancelled stock options

Common Shares from RSUs 23,540 shares Underlying Common Stock for reported RSUs

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit, stock option

4 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, 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.

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Krall Michelle Clare

(Last) (First) (Middle)

C/O MISTER CAR WASH, INC.

222 E. 5TH STREET

(Street)

TUCSON ARIZONA 85705

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/19/2026		M		23,540	A	(1)(2)	23,540	D
Common Stock	05/19/2026		D		23,540	D	(1)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)(2)	05/19/2026		M			23,540	(1)(2)	(1)(2)	Common Stock	23,540	(1)(2)	0	D
Stock Option (Right to Buy)	$5.31	05/19/2026		D			48,076	(1)(3)	(1)(3)	Common Stock	48,076	(1)(3)	0	D

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"). 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").

2. 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.

3. 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.

	/s/ Michelle Krall	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What does the Mister Car Wash (MCW) Form 4 for Michelle Clare Krall show?

It shows the General Counsel’s equity awards being cashed out in a merger. Her Common Stock, restricted stock units, and stock options were cancelled and converted into cash payments based on a $7.00 per-share merger price.

What cash amount per share did Mister Car Wash (MCW) stockholders receive in the merger?

Each outstanding share of Mister Car Wash Common Stock was converted into the right to receive $7.00 in cash, without interest. This fixed per-share merger consideration also underpins the cash payments on the reported RSUs and stock options.

How were Michelle Clare Krall’s restricted stock units treated in the MCW merger?

At the merger’s effective time, all outstanding restricted stock units fully vested, were cancelled, and converted into a lump-sum cash payment. The amount equals $7.00 per share multiplied by the 23,540 underlying shares reported in this Form 4.

What happened to the 48,076 Mister Car Wash stock options reported in this Form 4?

These stock options, with a $5.31 exercise price, fully vested, were cancelled, and converted into cash. The payment equals the excess of the $7.00 merger price over $5.31, multiplied by 48,076 underlying shares of Common Stock.

Does Michelle Clare Krall retain any Mister Car Wash equity after these transactions?

Based on this Form 4, the reported stock options and restricted stock units were fully cashed out in the merger. The derivative summary shows no remaining derivative positions, indicating these specific awards no longer provide ongoing equity exposure.

What corporate event triggered the insider transactions in Mister Car Wash (MCW)?

The transactions were triggered by a merger where Boson Merger Sub, Inc. merged into Mister Car Wash, Inc. At the effective time, each Common Share became a right to receive $7.00 in cash, and all RSUs and options were similarly settled in cash.