Mister Car Wash director cashed out in $7 merger
Mister Car Wash, Inc. director Dorvin D. Lively reported transactions tied to the company’s cash merger.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Mister Car Wash, Inc. director Dorvin D. Lively reported transactions tied to the company’s cash merger. At the merger’s effective time, each outstanding share of Common Stock was cancelled and converted into the right to receive $7.00 in cash. Lively’s 14,144 restricted stock units were fully vested, cancelled, and converted into a cash right, and 156,281 common shares were disposed of back to the issuer, leaving no reported remaining equity holdings.
Insider Trade Summary
14,144 shares exercised/converted
Exercise
3 txns
Insider
LIVELY DORVIN D
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 14,144 | $0.00 | $0.00 |
| Exercise | Common Stock | 14,144 | $0.00 | $0.00 |
| Disposition | Common Stock | 156,281 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (2)
- 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.
Key Figures
Merger cash consideration: $7.00 per share
Common shares disposed: 156,281 shares
RSUs converted: 14,144 units
+1 more
4 metrics
Merger cash consideration
$7.00 per share
Cash paid for each outstanding Mister Car Wash common share in the merger
Common shares disposed
156,281 shares
Shares of Mister Car Wash common stock disposed of to issuer by Dorvin D. Lively
RSUs converted
14,144 units
Restricted stock units exercised and cancelled, converting into cash rights based on $7.00 per share
Post-transaction holdings
0 shares
Total Mister Car Wash common shares reported held by Dorvin D. Lively after the merger-related disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Effective Time
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
"...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
"At the Effective Time, each outstanding restricted stock unit fully vested, was cancelled, and converted..."
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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Dorvin D. Lively report for Mister Car Wash (MCW)?
Dorvin D. Lively reported a disposition of 156,281 shares of Mister Car Wash common stock back to the issuer. The transaction occurred in connection with a cash merger where all outstanding shares were cancelled and converted into the right to receive cash consideration.
What happened to Dorvin D. Lively’s restricted stock units in the MCW merger?
At the merger’s effective time, each outstanding restricted stock unit fully vested, was cancelled, and converted into a lump-sum cash right. The payment equals $7.00 multiplied by the number of Mister Car Wash common shares underlying each restricted stock unit award previously held.
What is the Merger Consideration mentioned in the Mister Car Wash (MCW) Form 4?
The Merger Consideration is defined as $7.00 in cash, without interest, for each outstanding Mister Car Wash common share. It represents the per-share cash amount stockholders became entitled to receive when the merger became effective and shares were cancelled.
AI-generated analysis. How Rhea-AI works. Not financial advice.
