219M Mister Car Wash (MCW) shares cancelled in merger-related restructuring

Rhea-AI Filing Summary

Mister Car Wash, Inc. director and ten percent owner Jonathan A. Seiffer reported an "other" restructuring transaction involving 219,213,079 shares of Common Stock at $7.00 per share. These shares were held by Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC.

According to merger and contribution agreements dated February 17, 2026, the shares were contributed to MCW Parent, LP in exchange for equity interests in Parent, and at the effective time of the merger the shares were automatically cancelled and extinguished. Following this transaction, the filing shows 0 shares of Common Stock indirectly owned, and Mr. Seiffer disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Equity transactions analyst

Large restructuring tied to a merger cancels 219M indirect shares.

This Form 4 describes an "other" code J transaction, categorized as a restructuring, not a market buy or sell. Entities associated with private equity funds held 219,213,079 Mister Car Wash Common Shares at $7.00 per share that were involved in a merger-related contribution and cancellation.

The footnotes explain that the shares were contributed to MCW Parent, LP under a Contribution Agreement, then automatically cancelled at the merger’s effective time with no separate consideration. The reporting person may be deemed an indirect beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership beyond any pecuniary interest, and the position reported after the transaction is 0 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SEIFFER JONATHAN A

Role null

Type	Security	Shares	Price	Value
Other	Common Stock	219,213,079	$7.00	$1.53B

Holdings After Transaction: Common Stock — 0 shares (Indirect, See footnote.)

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"). Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), the shares of the Issuer's Common Stock ("Common Stock"), par value $0.01 (the "Shares"), owned by the Reporting Persons were contributed and assigned to Parent in exchange for equity interests in Parent (together with the Merger, the "Transaction"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, the Shares were automatically cancelled and extinguished without any conversion thereof or consideration paid therefor. Represents shares of Common Stock previously owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B that were cancelled as part of the Transaction. Of the shares of Common Stock reported, 134,812,845 were held by GEI VI, 80,348,253 were held by GEI Side VI, 315,683 were held by Associates VI-A, and 3,736,298 were held by Associates VI-B. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Seiffer, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B and, therefore, a "ten percent holder" hereunder. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein. This report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Key Figures

Restructured shares: 219,213,079 shares Reported price per share: $7.00 per share Post-transaction holdings: 0 shares +4 more

7 metrics

Restructured shares 219,213,079 shares Common Stock involved in code J restructuring

Reported price per share $7.00 per share Common Stock transaction price

Post-transaction holdings 0 shares Indirect Common Stock reported after transaction

GEI VI holdings 134,812,845 shares Common Stock previously owned by GEI VI

GEI Side VI holdings 80,348,253 shares Common Stock previously owned by GEI Side VI

Associates VI-A holdings 315,683 shares Common Stock previously owned by Associates VI-A

Associates VI-B holdings 3,736,298 shares Common Stock previously owned by Associates VI-B

Key Terms

Agreement and Plan of Merger, Merger Agreement, Contribution Agreement, Section 16 of the Securities Exchange Act of 1934, +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 Agreement regulatory

"the "Merger Agreement"), by and among the Issuer, MCW Parent, LP ("Parent")"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Contribution Agreement regulatory

"pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent"

Section 16 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

ten percent holder financial

"and, therefore, a "ten percent holder" hereunder."

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

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^*

SEIFFER JONATHAN A

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(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)

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

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		J(1)(2)		219,213,079(3)	D	$7	0(4)	I	See footnote.(5)(6)

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

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").

2. Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), the shares of the Issuer's Common Stock ("Common Stock"), par value $0.01 (the "Shares"), owned by the Reporting Persons were contributed and assigned to Parent in exchange for equity interests in Parent (together with the Merger, the "Transaction"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, the Shares were automatically cancelled and extinguished without any conversion thereof or consideration paid therefor.

3. Represents shares of Common Stock previously owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B that were cancelled as part of the Transaction. Of the shares of Common Stock reported, 134,812,845 were held by GEI VI, 80,348,253 were held by GEI Side VI, 315,683 were held by Associates VI-A, and 3,736,298 were held by Associates VI-B.

4. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B.

5. Mr. Seiffer, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B and, therefore, a "ten percent holder" hereunder.

6. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein. This report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Andrew C. Goldberg, attorney-in-fact	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 transaction did Jonathan A. Seiffer report on this Mister Car Wash (MCW) Form 4?

The Form 4 reports an "other" code J restructuring transaction involving 219,213,079 Mister Car Wash Common Shares at $7.00 per share. These shares were held by affiliated investment entities and were part of a broader merger and contribution structure, not an open-market trade.

How many Mister Car Wash (MCW) shares were affected in the reported restructuring?

The filing shows 219,213,079 shares of Mister Car Wash Common Stock involved in the restructuring. Footnotes state these shares were previously owned by GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B, and were ultimately cancelled at the effective time of the merger transaction.

Were the Mister Car Wash (MCW) shares in this Form 4 bought or sold on the market?

No, the transaction is classified under code J as "other" and reflects a restructuring. Shares were contributed to MCW Parent, LP under a Contribution Agreement and then automatically cancelled in connection with a merger, rather than being purchased or sold on the open market.

What happened to the Mister Car Wash (MCW) shares at the effective time of the merger?

At the merger’s effective time, the shares of Mister Car Wash Common Stock referenced were automatically cancelled and extinguished. The footnotes specify this occurred without any conversion of the shares or separate consideration paid, as part of the overall merger structure with MCW Parent, LP.

Does Jonathan A. Seiffer still hold Mister Car Wash (MCW) shares after this Form 4 transaction?

The Form 4 reports 0 shares of Mister Car Wash Common Stock indirectly owned following the transaction. Footnotes add that Mr. Seiffer may be deemed an indirect beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Which entities held the Mister Car Wash (MCW) shares involved in the restructuring?

The shares were previously held by Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC. The filing notes specific share counts for each entity and clarifies that these holdings were cancelled as part of the overall merger transaction.