Mister Car Wash (MCW) director Jodi Taylor fully cashes out shares at $7.00 in merger

Rhea-AI Filing Summary

Mister Car Wash, Inc. director Jodi Taylor reported equity transactions tied to the closing of a merger in which the company became a wholly owned subsidiary of MCW Parent, LP. Under the merger, each share of common stock was cancelled and converted into the right to receive $7.00 in cash.

On the transaction date, Taylor exercised restricted stock units covering 14,144 shares of common stock, then all 51,076 common shares held were disposed of to the issuer as part of the merger. Following these transactions, Taylor reported 0 shares of common stock directly owned, as equity awards and shares were converted into cash consideration under the merger terms.

Insights

Equity compensation analyst

Director’s equity was fully cashed out at $7.00 per share via merger.

The filing shows Jodi Taylor exercising restricted stock units for 14,144 shares of common stock and then disposing of a total of 51,076 shares to the issuer in connection with the merger.

Footnotes explain that, at the merger’s effective time, each common share was cancelled and converted into the right to receive $7.00 per share in cash, and each restricted stock unit became a cash payment based on the same amount. With 100% of reported holdings converted and no remaining derivatives, this appears to be a standard equity cash-out on a change of control.

Insider Trade Summary

14,144 shares exercised/converted

Mixed 3 txns

Insider TAYLOR JODI

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	51,076	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 51,076 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

Merger cash price: $7.00 per share Shares disposed: 51,076 shares RSUs exercised: 14,144 units +2 more

5 metrics

Merger cash price $7.00 per share Cash consideration for each outstanding common share at merger

Shares disposed 51,076 shares Common stock disposed to issuer in connection with merger

RSUs exercised 14,144 units Restricted stock units converted into common stock before cash-out

Post-transaction holdings 0 shares Common stock directly owned after merger-related disposition

Exercise transactions 1 derivative exercise Exercise or conversion of derivative security reported

Key Terms

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

4 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.

surviving corporation regulatory

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

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^*

TAYLOR JODI

(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)	51,076	D
Common Stock	05/19/2026		D		51,076	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 Jodi Taylor	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) director Jodi Taylor report?

Jodi Taylor reported exercising restricted stock units for 14,144 shares of common stock, then disposing of a total of 51,076 common shares to the issuer. These actions were executed in connection with the completion of a merger that converted equity into cash.

What price did Mister Car Wash (MCW) shareholders receive in the merger?

Each outstanding share of Mister Car Wash common stock was converted into the right to receive $7.00 in cash, without interest. This fixed cash amount, called the Merger Consideration, was paid when the merger became effective and all eligible shares were cancelled.

How were Jodi Taylor’s restricted stock units in Mister Car Wash (MCW) treated?

At the merger’s effective time, each outstanding restricted stock unit fully vested, was cancelled, and converted into a lump-sum cash payment. The payment equaled $7.00 multiplied by the number of common shares underlying each restricted stock unit award previously held.

Does Jodi Taylor still hold Mister Car Wash (MCW) common stock after these transactions?

No, following the merger-related transactions, Jodi Taylor reported holding zero shares of Mister Car Wash common stock directly. All reported shares were cancelled and converted into cash consideration as part of the closing of the merger transaction.

What companies were involved in the Mister Car Wash (MCW) merger referenced here?

The merger involved Mister Car Wash, Inc., MCW Parent, LP, and Boson Merger Sub, Inc., a wholly owned subsidiary of MCW Parent. Boson Merger Sub merged with and into Mister Car Wash, with Mister Car Wash continuing as the surviving corporation after the transaction.