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

Rhea-AI Filing Summary

Mister Car Wash, Inc. director and ten percent holder Jeffrey Suer reported an entity restructuring related to the company’s merger. An affiliated group of investment entities contributed a total of 219,213,079 shares of Common Stock at $7.00 per share to MCW Parent, LP and these shares were then cancelled in the merger, leaving zero shares reported following the transaction. The cancelled shares had been 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. Suer is treated as an indirect beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership beyond any pecuniary interest.

Insights

Equity analyst

Large insider-related position is restructured and cancelled in connection with a merger.

The filing shows 219,213,079 shares of Mister Car Wash, Inc. Common Stock tied to private equity funds being contributed to MCW Parent, LP and then cancelled as part of a merger. This takes the reported indirect holdings in the issuer down to zero in this Form 4.

The transaction is coded as a “J” other event with restructuring characteristics, not an open-market buy or sell. Footnotes clarify that the shares were previously held by specific Green Equity Investors and LGP entities, and that Jeffrey Suer is considered an indirect beneficial owner only for Section 16 purposes.

Because this is a structural step within a merger transaction rather than a discretionary trade, its informational value for public market sentiment is limited. The key takeaway is that the large indirect position reported under Suer is eliminated through the merger-related cancellation, consistent with a change in corporate ownership structure.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Suer Jeffrey

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. Suer, 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. Suer 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 Implied share value: $7.00 per share Post-transaction holdings: 0 shares +4 more

7 metrics

Restructured shares 219,213,079 shares Common Stock moved to MCW Parent, LP and cancelled in merger

Implied share value $7.00 per share Price per share associated with the 219,213,079-share transaction

Post-transaction holdings 0 shares Total shares following transaction reported for indirect holdings

GEI VI holdings cancelled 134,812,845 shares Common Stock previously owned by Green Equity Investors VI, L.P.

GEI Side VI holdings cancelled 80,348,253 shares Common Stock previously owned by Green Equity Investors Side VI, L.P.

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

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

Key Terms

Agreement and Plan of Merger, Merger, Contribution Agreement, indirect beneficial owner, +2 more

6 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 regulatory

"Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger")."

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

Contribution Agreement regulatory

"Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026"

indirect beneficial owner financial

"may be deemed for purposes of Section 16 ... to be the indirect beneficial owner of some or all of the shares"

ten percent holder financial

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

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.

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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

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^*

Suer Jeffrey

(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. Suer, 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. Suer 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 insider transaction did Mister Car Wash (MCW) report in this Form 4?

The Form 4 reports an “other” transaction where 219,213,079 shares of Mister Car Wash Common Stock tied to investment entities were contributed to MCW Parent, LP and then cancelled in connection with a merger, reducing reported indirect holdings to zero shares.

Was the Mister Car Wash (MCW) Form 4 transaction an open-market buy or sell?

No, the transaction was coded “J” as an other acquisition or disposition. It reflects a restructuring step where shares were moved to MCW Parent, LP and cancelled in a merger, rather than an open-market purchase or sale of Mister Car Wash stock.

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

A total of 219,213,079 Common Stock shares were involved. These included 134,812,845 shares held by GEI VI, 80,348,253 by GEI Side VI, 315,683 by Associates VI-A, and 3,736,298 by Associates VI-B, all cancelled as part of the transaction.

What is Jeffrey Suer’s reported ownership in Mister Car Wash (MCW) after this Form 4?

Following the restructuring and merger-related cancellation, the Form 4 shows total shares following the transaction as zero. Footnotes state Suer may be deemed an indirect beneficial owner for Section 16 but he disclaims beneficial ownership beyond any pecuniary interest.

How does the merger affect the reported Mister Car Wash (MCW) shares in this filing?

Under a Merger Agreement, Boson Merger Sub, Inc. merged into Mister Car Wash, Inc., with the issuer surviving. In connection with this merger, the contributed Common Stock shares were automatically cancelled and extinguished, with no separate conversion or consideration at that stage.

Which entities held the Mister Car Wash (MCW) shares referenced in the Form 4 footnotes?

The 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. These entities’ Mister Car Wash Common Stock holdings were contributed to MCW Parent, LP and then cancelled in the merger transaction.