219M Mister Car Wash (MCW) shares cancelled as sponsor entities complete merger restructuring

Rhea-AI Filing Summary

Mister Car Wash, Inc. reported a restructuring transaction involving 219,213,079 shares of Common Stock indirectly associated with director and ten percent holder John Kristofer Galashan. These shares were previously owned by investment entities GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B and were contributed to MCW Parent, LP in connection with a Merger Agreement. At the effective time of the merger, all such shares were automatically cancelled and extinguished, leaving zero shares reported as indirectly owned after the transaction. Mr. Galashan disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

Insights

Equity restructuring analyst

Large indirect stake tied to Mister Car Wash’s merger was structurally cancelled, not openly bought or sold.

The Form 4 shows 219,213,079 shares of Mister Car Wash Common Stock, held through GEI VI, GEI Side VI, Associates VI-A, and Associates VI-B, being moved under a Contribution Agreement to MCW Parent, LP and then cancelled at the merger’s effective time. The transaction code J and footnotes frame this as part of a broader merger and contribution structure rather than a market trade.

Because total shares following the transaction are reported as zero, this filing mainly documents the elimination of an indirect reporting position under Section 16 after the merger closed. Mr. Galashan expressly disclaims beneficial ownership beyond any pecuniary interest, reinforcing that this reflects entity-level restructuring tied to the merger terms rather than a directional buy or sell decision.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Galashan John Kristofer

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. Galashan, 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. Galashan 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 transaction price: $7.00 per share Shares after transaction: 0 shares +5 more

8 metrics

Restructured shares 219,213,079 shares Common Stock involved in merger-related restructuring transaction

Implied transaction price $7.00 per share Price per share field for the 219,213,079-share transaction

Shares after transaction 0 shares Total shares reported following the restructuring transaction

Restructuring share count 219,213,079 shares Shares classified as restructuring in transaction summary

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

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

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

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

Key Terms

Agreement and Plan of Merger, Merger, Contribution Agreement, Common Stock, +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 financial

"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"

Common Stock financial

"the shares of the Issuer's Common Stock ("Common Stock"), par value $0.01 (the "Shares")"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Section 16 of the Securities Exchange Act of 1934 regulatory

"may be deemed 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 regulatory

"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^*

Galashan John Kristofer

(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. Galashan, 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. Galashan 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 Mister Car Wash (MCW) report in this Form 4?

The Form 4 reports a restructuring transaction involving 219,213,079 shares of Mister Car Wash Common Stock. These shares, held through several investment entities, were contributed to MCW Parent, LP and then cancelled at the effective time of a merger under a Merger Agreement.

How many Mister Car Wash (MCW) shares were affected in John Kristofer Galashan’s filing?

The filing reports 219,213,079 shares of Common Stock tied to entities associated with John Kristofer Galashan. All of these shares were involved in the merger-related contribution and were automatically cancelled and extinguished at the merger’s effective time under the Merger Agreement.

Did John Kristofer Galashan buy or sell Mister Car Wash (MCW) shares in this Form 4?

The Form 4 does not show an open-market buy or sell by John Kristofer Galashan. Instead, it records an “other” restructuring transaction where indirectly held shares were contributed to MCW Parent, LP and cancelled in connection with the completed merger transaction.

Which entities held the Mister Car Wash (MCW) shares reported in this Form 4?

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. The filing specifies how many shares each entity held before they were contributed to MCW Parent, LP and subsequently cancelled in the merger.

What is John Kristofer Galashan’s ownership in Mister Car Wash (MCW) after this transaction?

After the merger-related transaction, the Form 4 reports total shares following the transaction as zero for the indirectly held position. Mr. Galashan also disclaims beneficial ownership of the reported shares, except to the extent of any pecuniary interest he may have through the investment entities.

How is the merger involving Mister Car Wash (MCW) described in the Form 4 footnotes?

The footnotes describe an Agreement and Plan of Merger among Mister Car Wash, MCW Parent, LP, and Boson Merger Sub, Inc. Merger Sub merged into Mister Car Wash, and at the effective time, the contributed Common Stock shares were automatically cancelled and extinguished as part of the overall transaction.