Mister Car Wash director stock canceled in merger
Mister Car Wash director Veronica Rogers reported transactions tied to the company’s cash merger.
Rhea-AI Filing Summary
Mister Car Wash director Veronica Rogers reported transactions tied to the company’s cash merger. She exercised 14,144 restricted stock units into 14,144 shares of common stock, then all 42,024 outstanding common shares were returned to the issuer in the merger. Each share of common stock was cancelled and converted into the right to receive $7.00 in cash, and each restricted stock unit was converted into a lump-sum cash payment based on the same $7.00 per-share Merger Consideration. Following these transactions, Rogers no longer holds Mister Car Wash common stock or related derivatives.
Positive
- None.
Negative
- None.
Insider Trade Summary
14,144 shares exercised/converted
Exercise
3 txns
Insider
Rogers Veronica
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 | 42,024 | $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
Shares disposed to issuer: 42,024 shares
RSUs exercised: 14,144 units
Merger Consideration: $7.00 per share
+1 more
4 metrics
Shares disposed to issuer
42,024 shares
Common stock returned to issuer in merger
RSUs exercised
14,144 units
Restricted stock units converted into common stock
Merger Consideration
$7.00 per share
Cash paid for each common share in merger
Post-transaction holdings
0 shares
Common stock held by Veronica Rogers after merger
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
"was cancelled and automatically converted into the right to receive $7.00 in cash… (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.
FAQ
What insider transactions did Veronica Rogers report for Mister Car Wash (MCW)?
Veronica Rogers reported exercising 14,144 restricted stock units into common stock, then disposing of 42,024 common shares back to the issuer as part of the merger. These transactions reflect conversion of equity awards into cash rather than open-market buying or selling.
What happened to Veronica Rogers’ 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 payment. The payment equaled $7.00 multiplied by the number of underlying common shares covered by each award, paid as a lump sum without interest.
Does Veronica Rogers still own Mister Car Wash (MCW) stock after these Form 4 transactions?
No. After exercising 14,144 restricted stock units into common stock and then disposing of 42,024 common shares to the issuer in the merger, her reported holdings of Mister Car Wash common stock and related derivative awards were reduced to zero in this filing.
Was the Mister Car Wash (MCW) insider transaction an open-market sale or purchase?
The transactions were not open-market trades. They involved exercising restricted stock units into common shares and a disposition of shares to the issuer as part of the merger, with holders receiving $7.00 per share in cash consideration instead of trading on the open market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
