Mister Car Wash (NYSE: MCW) officer’s RSUs and shares converted in $7-per-share merger

Rhea-AI Filing Summary

Mister Car Wash, Inc. Chief People Officer Mary Lyn Porter reported several equity transactions tied to the closing of a merger in which each common share was converted into the right to receive $7.00 in cash (the Merger Consideration).

Porter exercised restricted stock units covering 39,747 shares of common stock, which were then treated under the merger terms. She also contributed 15,142.86 shares to MCW Parent, LP in a rollover, receiving indirect equity interests in the parent entity at a share value of $7.00.

The filing also shows a disposition of 51,685.14 common shares to the issuer in connection with the merger, after which Porter reported holding zero shares of Mister Car Wash common stock directly, with her continuing exposure shifted to indirect interests in the post-merger parent.

Insights

Equity compensation and M&A specialist

Officer equity converted to cash and rollover interests as merger closes.

These transactions reflect how Mister Car Wash handled insider equity when it was taken private at $7.00 per share. Restricted stock units converted into common stock and then into cash rights, while a portion of shares was rolled into the acquiring parent.

The rollover of 15,142.86 shares into indirect equity interests in MCW Parent, LP means the officer retains economic exposure through the new ownership structure. The disposition of 51,685.14 shares to the issuer, leaving zero direct common shares, is typical for a cash merger structure and does not on its own indicate a discretionary buy or sell decision.

Insider Trade Summary

39,747 shares exercised/converted

Mixed 4 txns

Insider Porter Mary Lyn

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	39,747	$0.00	--
Exercise	Common Stock	39,747	$0.00	--
Other	Common Stock	15,142.86	$0.00	--
Disposition	Common Stock	51,685.14	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 66,828 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. This amount includes 4,000 shares purchased under the Mister Car Wash, Inc. Employee Stock Purchase Plan since the date of last filing. Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent, the reporting person agreed to contribute 15,142.86 shares to Parent (the "Rollover") in exchange for indirect equity interests in Parent, effective immediately prior to the Effective Time, as contemplated by the Merger Agreement. For purposes of the Rollover, the reporting person's shares were valued at $7.00 per share.

Key Figures

Merger cash price: $7.00 per share RSUs exercised: 39,747 shares Rollover shares: 15,142.86 shares +3 more

6 metrics

Merger cash price $7.00 per share Cash Merger Consideration for each outstanding common share

RSUs exercised 39,747 shares Restricted stock units converted into common stock at merger

Rollover shares 15,142.86 shares Shares contributed to MCW Parent, LP for indirect equity interests

Disposition to issuer 51,685.14 shares Common shares disposed to issuer in connection with merger

Exercises reported 1 exercise, 39,747 shares Derivative exercise/conversion count and shares in summary

Restructuring shares 15,142.86 shares Shares treated as restructuring transaction (rollover) in summary

Key Terms

Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Effective Time, +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 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 Units financial

"each outstanding restricted stock unit fully vested, was cancelled, and converted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each outstanding share"

Rollover Agreement financial

"Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent"

Employee Stock Purchase Plan financial

"includes 4,000 shares purchased under the Mister Car Wash, Inc. Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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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

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^*

Porter Mary Lyn

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

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		39,747	A	(1)(2)	66,828(3)	D
Common Stock	05/19/2026		J		15,142.86	D	(4)	51,685.14	D
Common Stock	05/19/2026		D		51,685.14	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			39,747	(1)(2)	(1)(2)	Common Stock	39,747	(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.

3. This amount includes 4,000 shares purchased under the Mister Car Wash, Inc. Employee Stock Purchase Plan since the date of last filing.

4. Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent, the reporting person agreed to contribute 15,142.86 shares to Parent (the "Rollover") in exchange for indirect equity interests in Parent, effective immediately prior to the Effective Time, as contemplated by the Merger Agreement. For purposes of the Rollover, the reporting person's shares were valued at $7.00 per share.

	/s/ Michelle Krall, as Attorney-in-Fact for Mary Porter	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 Mister Car Wash (MCW) report for Mary Lyn Porter?

Mary Lyn Porter reported multiple equity transactions tied to a merger. She exercised 39,747 restricted stock units into common shares, contributed 15,142.86 shares to MCW Parent, LP in a rollover, and disposed of 51,685.14 common shares to the issuer, leaving no direct common share holdings.

How were Mister Car Wash (MCW) shares treated in the reported merger?

Each Mister Car Wash common share was converted into a cash right. At the merger’s effective time, every outstanding common share, with certain exceptions, was cancelled and automatically converted into the right to receive $7.00 in cash, without interest, as Merger Consideration.

What happened to Mary Lyn Porter’s restricted stock units in the MCW merger?

Restricted stock units fully vested and converted into cash-based rights. At the merger’s effective time, each outstanding restricted stock unit was cancelled and converted into a lump-sum cash payment equal to $7.00 multiplied by the number of underlying Mister Car Wash common shares.

What is the rollover of 15,142.86 Mister Car Wash shares into MCW Parent, LP?

Porter exchanged 15,142.86 shares for indirect equity in the parent. Under a Rollover Agreement, she contributed these shares to MCW Parent, LP immediately before the merger’s effective time, receiving indirect equity interests valued at $7.00 per contributed share.

Does Mary Lyn Porter still hold Mister Car Wash (MCW) common stock after these transactions?

Porter reported no remaining direct Mister Car Wash common shares. Following the merger-related disposition of 51,685.14 shares to the issuer, her reported direct common stock holdings fell to zero, while she retained indirect equity interests in MCW Parent, LP through the rollover.

How many restricted stock units did Mary Lyn Porter exercise in connection with the MCW merger?

Porter exercised restricted stock units covering 39,747 shares. These restricted stock units were converted into common stock and then treated pursuant to the merger terms, with each underlying share entitled to receive the $7.00 per share Merger Consideration in cash.