Mister Car Wash (MCW) CEO rolls 1.15M shares into parent and takes $7 cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mister Car Wash, Inc. director and CEO John Lo-minn Lai reported transactions tied to the closing of a merger in which each outstanding share of Common Stock was converted into the right to receive $7.00 in cash, subject to limited exceptions. At the effective time, his restricted stock units covering 633,230 shares fully vested, were cancelled, and became a cash right based on the same $7.00 per-share Merger Consideration. In addition, a total of 1,146,428.57 shares of Common Stock held directly and through The JLKL 2020 Irrevocable Family Trust were contributed to MCW Parent, LP under a Rollover Agreement in exchange for indirect equity interests in the parent company, leaving no Mister Car Wash shares or RSUs reported as outstanding after these transactions.
Positive
- None.
Negative
- None.
Insights
Form 4 documents CEO equity rollover and cash-out at $7 merger price.
The transactions show how Mister Car Wash's CEO's equity converted when the company was taken private. Common shares were cancelled for the right to receive $7.00 per share in cash, while restricted stock units vested and became cash-settled awards at the same price.
The filing also reflects a Rollover Agreement where 1,146,428.57 shares were contributed to MCW Parent, LP for indirect equity interests, indicating continued ownership in the post-merger entity rather than a full exit. No derivative securities remain outstanding in this filing, and common stock holdings are shown as zero following the merger-related dispositions.
Insider Trade Summary
633,230 shares exercised/converted
Mixed
6 txns
Insider
Lai John Lo-minn
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 633,230 | $0.00 | -- |
| Exercise | Common Stock | 633,230 | $0.00 | -- |
| Other | Common Stock | 745,178.57 | $0.00 | -- |
| Disposition | Common Stock | 4,525,445.43 | $0.00 | -- |
| Other | Common Stock | 401,250 | $0.00 | -- |
| Disposition | Common Stock | 2,097,080 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Common Stock — 5,270,624 shares (Direct, null);
Common Stock — 2,097,080 shares (Indirect, The JLKL 2020 Irrevocable Family 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 a total of 1,146,428.57 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.
Key Figures
Merger Consideration: $7.00 per share
RSUs converted: 633,230 shares
Rollover shares: 1,146,428.57 shares
+3 more
6 metrics
Merger Consideration
$7.00 per share
Cash paid for each outstanding common share at effective time
RSUs converted
633,230 shares
Restricted stock units vested and cashed out at $7.00 per share
Rollover shares
1,146,428.57 shares
Common shares contributed to MCW Parent, LP for equity interests
Trust disposition
2,097,080 shares
Issuer disposition from The JLKL 2020 Irrevocable Family Trust
Direct disposition
4,525,445.43 shares
Issuer disposition of directly held common stock
Post-merger holdings
0 shares, 0 RSUs
Common stock and RSUs reported as outstanding after merger-related actions
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Rollover Agreement, +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.
Rollover Agreement regulatory
"Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent"
Rollover financial
"the reporting person agreed to contribute a total of 1,146,428.57 shares to Parent (the "Rollover")"
FAQ
What merger terms affecting Mister Car Wash (MCW) are reflected in this Form 4?
The Form 4 reflects a completed merger where each outstanding Mister Car Wash common share was cancelled and converted into the right to receive $7.00 in cash. This cash amount, called the Merger Consideration, also serves as the valuation basis for related equity and rollover transactions.
How were Mister Car Wash (MCW) restricted stock units treated in the merger?
At the merger’s effective time, each outstanding restricted stock unit fully vested, was cancelled, and converted into a right to receive a cash payment. That payment equals $7.00 per share multiplied by the number of common shares covered by each restricted stock unit award.
What did the Mister Car Wash (MCW) CEO report regarding his common stock holdings?
The CEO reported dispositions of Mister Car Wash common stock to the issuer in connection with the merger, leaving zero shares of common stock reported as held directly or indirectly afterward. These dispositions relate to shares converted into the merger cash consideration and shares contributed in the rollover.
What is the Rollover Agreement mentioned in the Mister Car Wash (MCW) filing?
Under a Rollover Agreement dated May 18, 2026, the reporting person agreed to contribute 1,146,428.57 shares of Mister Car Wash common stock to MCW Parent, LP. In return, he received indirect equity interests in the parent, with those shares valued at $7.00 per share.
How were Mister Car Wash (MCW) CEO’s indirect holdings through The JLKL 2020 Irrevocable Family Trust affected?
Shares held through The JLKL 2020 Irrevocable Family Trust were included in the merger-related transactions. Dispositions to the issuer and contributions under the Rollover Agreement reduced reported indirect holdings to zero Mister Car Wash common shares after the merger’s effective time.
Does the Mister Car Wash (MCW) CEO retain any derivative securities after these transactions?
The filing shows restricted stock units covering 633,230 shares were fully vested, cancelled, and cashed out at the merger. The derivative summary is empty afterward, indicating no remaining restricted stock units or other derivative securities reported as outstanding for this insider.