Mister Car Wash (NYSE: MCW) CEO covers tax bill with share sale

Rhea-AI Filing Summary

Mister Car Wash, Inc. Chief Executive Officer John Lo-minn Lai reported routine equity compensation activity and related tax sales. On March 1, 2026, restricted stock units representing 81,081 shares vested and were converted into common stock at no cost. In connection with this vesting event, 22,037 common shares were automatically sold in a non-discretionary transaction at $7.08 per share to cover taxes and fees. After these transactions, Lai directly held 4,637,394 common shares and indirectly held 2,498,330 common shares through The JLKL 2020 Irrevocable Family 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^*

Lai John Lo-minn

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		81,081	A	$0	4,659,431	D
Common Stock	03/02/2026		S		22,037(1)	D	$7.08	4,637,394	D
Common Stock								2,498,330	I	The JLKL 2020 Irrevocable Family 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		81,081(3)		(4)	(5)	Common Stock	81,081	$0	81,081	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 contingent right to receive 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 John Lai	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 insider transactions did Mister Car Wash (MCW) report for its CEO?

Mister Car Wash CEO John Lo-minn Lai reported RSU vesting and related share sales. 81,081 restricted stock units vested and converted to common stock, and 22,037 shares were automatically sold to cover taxes and fees in connection with this vesting event.

How many Mister Car Wash shares did the CEO sell, and at what price?

The CEO had 22,037 Mister Car Wash common shares sold at $7.08 each. According to the filing, these shares were automatically sold in a non-discretionary transaction to cover taxes and fees related to restricted stock unit vesting and settlement.

What RSU activity did Mister Car Wash (MCW) disclose for its CEO?

The filing shows 81,081 restricted stock units vested for the CEO and converted into 81,081 common shares. Each RSU represents a right to receive one share upon vesting, with installments beginning March 1, 2024, subject to continued service to the company.

How many Mister Car Wash shares does the CEO own after these transactions?

After the reported transactions, the CEO directly owned 4,637,394 Mister Car Wash common shares. He also indirectly owned 2,498,330 additional common shares through The JLKL 2020 Irrevocable Family Trust, as reflected in the indirect ownership line of the filing.

Were the Mister Car Wash CEO’s share sales discretionary trades?

The sale of 22,037 Mister Car Wash shares was described as non-discretionary. The filing states the shares were automatically sold to cover taxes and fees associated with the vesting and settlement of restricted stock unit awards, rather than being an optional open-market sale.

Do Mister Car Wash CEO RSUs have an expiration date?

The reported restricted stock units for the Mister Car Wash CEO do not have an expiration date. The units vest in four equal installments starting March 1, 2024, contingent on his continued service, and each vested RSU delivers one share of common stock.