Mister Car Wash (MCW) director cashes out 53,479 shares at $7.00 in merger

Rhea-AI Filing Summary

Mister Car Wash, Inc. director Ronald Kirk reported transactions tied to the closing of a merger in which Boson Merger Sub, Inc. merged into the company. At the effective time, each outstanding share of common stock, including 53,479 shares held by Kirk, was cancelled and converted into the right to receive $7.00 in cash per share. Outstanding restricted stock units covering 14,144 shares also fully vested, were cancelled, and converted into a lump-sum cash right based on the same $7.00 per-share Merger Consideration. Following these transactions, Kirk reported no remaining common stock or RSU holdings in this filing.

Insights

Equity compensation and M&A analyst

Director’s equity is fully cashed out as part of a going‑private style merger.

The filing shows Ronald Kirk exercising restricted stock units for 14,144 common shares and simultaneously disposing of 53,479 common shares to the issuer in connection with a merger. Each share and unit converts into a right to receive $7.00 in cash, described as the Merger Consideration.

This is a classic merger clean‑up: equity awards vest, convert, and are cashed out rather than remaining outstanding. With total shares following the transactions reported as zero and no remaining derivatives in the derivativeSummary, this filing indicates Kirk’s visible equity position in Mister Car Wash is fully settled in cash under the merger terms.

Insider Trade Summary

14,144 shares exercised/converted

Mixed 3 txns

Insider KIRK RONALD

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	14,144	$0.00	--
Exercise	Common Stock	14,144	$0.00	--
Disposition	Common Stock	53,479	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 53,479 shares (Direct, null)

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"). 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"). 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

Common shares disposed: 53,479 shares RSUs exercised: 14,144 units Merger Consideration: $7.00 per share +1 more

4 metrics

Common shares disposed 53,479 shares Disposition to issuer at merger effective time

RSUs exercised 14,144 units Restricted stock units converted into common stock then cash

Merger Consideration $7.00 per share Cash paid for each outstanding common share

Shares after transaction 0 shares Total common stock held by Ronald Kirk following transactions

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit

3 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

"each outstanding restricted stock unit fully vested, was cancelled, and converted into the right to receive a lump sum cash payment"

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.

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

X

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^*

KIRK RONALD

(Last) (First) (Middle)

C/O MISTER CAR WASH, INC.

222 E. 5TH STREET

(Street)

TUCSON ARIZONA 85705

(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		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		M		14,144	A	(1)(2)	53,479	D
Common Stock	05/19/2026		D		53,479	D	(1)	0	D

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	(1)(2)	05/19/2026		M			14,144	(1)(2)	(1)(2)	Common Stock	14,144	(1)(2)	0	D

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"). 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").

2. 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.

	/s/ Michelle Krall, as Attorney-in-Fact for Ronald Kirk	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 transactions did Ronald Kirk report for Mister Car Wash (MCW)?

Ronald Kirk reported exercising restricted stock units for 14,144 Mister Car Wash common shares and disposing of 53,479 common shares back to the issuer. Both actions occurred in connection with a merger that converted his equity into cash based on a fixed per-share Merger Consideration.

How much cash per share did Mister Car Wash (MCW) stockholders receive in the merger?

Each outstanding Mister Car Wash common share was cancelled and converted into the right to receive $7.00 in cash, without interest. This fixed Merger Consideration also applied when calculating cash payments for vested restricted stock units held by insiders at the merger’s effective time.

What happened to Ronald Kirk’s restricted stock units in the Mister Car Wash merger?

At the merger’s effective time, each outstanding restricted stock unit fully vested, was cancelled, and converted into a cash right. The payment equals $7.00 multiplied by the number of underlying common shares, giving Kirk a lump-sum cash payout instead of ongoing equity awards.

Does Ronald Kirk still hold Mister Car Wash (MCW) shares after these Form 4 transactions?

Based on this Form 4, Ronald Kirk reported zero common shares and no remaining derivative securities following the merger-related transactions. His prior equity position was fully converted into cash rights under the Agreement and Plan of Merger’s stated terms.

Why was a Form 4 filed for Mister Car Wash (MCW) in connection with the merger?

The Form 4 records how the merger affected the director’s equity holdings. It shows common shares and restricted stock units being cancelled and converted into fixed cash rights, documenting insider-level outcomes from the Agreement and Plan of Merger using the $7.00 per-share Merger Consideration.