Mister Car Wash insider cuts stake by 43% after option exercise

Rhea-AI Filing Summary

Mister Car Wash (NYSE:MCW) Form 4 discloses that Chief Innovation Officer Joseph Matheny exercised 102,456 stock options at $0.66 and immediately sold the same number of common shares at a $6.30 weighted-average price on 06/23/2025.

The transaction generated roughly $0.65 million in proceeds and reduced his direct ownership from 190,652 to 88,196 shares (-43 %). He also retains 45,000 shares indirectly through the Emersyn Matheny Irrevocable Trust.

• No Rule 10b5-1 plan was indicated.
• The option was already fully vested and would have expired 07/14/2025.
• Matheny remains in his role; no governance changes were reported.

The sizable disposition, exceeding 5 % of prior holdings, may be viewed as a mildly bearish insider signal by investors.

Positive

• None.

Negative

• Chief Innovation Officer sold 102,456 shares (≈43 % of prior holdings) for roughly $0.65 million, reducing direct stake to 88,196 shares.

Insights

Insider Transaction Analyst

Option exercise followed by a 43% stake cut—moderately negative sentiment signal.

Monetizing 102,456 shares produced ~$645k cash and trimmed Matheny’s direct exposure to 88,196 shares. While dollar size is modest versus MCW’s market cap, disposing of nearly half his pre-sale stake reduces alignment and may suggest profit-taking near perceived price resistance. Absence of a disclosed Rule 10b5-1 plan raises questions on timing discretion. Still, he retains meaningful skin in the game (≈133k total shares), limiting longer-term concern. The trade does not affect cash flows or operations but could weigh on near-term sentiment if compounded by additional insider sales.

Corporate Governance Specialist

Large discretionary sale invites scrutiny of incentive alignment.

C-suite sales above 40 % of holdings typically draw governance attention. Matheny’s exercise-and-sell suggests personal liquidity rather than confidence in price appreciation, yet remaining ownership preserves some incentive linkage. With no concurrent role change or policy shift, board oversight seems intact; however, investors may press the company on future retention requirements or refreshed performance-based equity grants. Lack of a 10b5-1 checkbox means the sale may not have been pre-scheduled, increasing perception of opportunistic timing. Monitoring further insider activity will clarify whether this is an isolated liquidity event or part of a broader disposition trend.

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).

X

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^*

Matheny Joseph Duane

(Last) (First) (Middle)

C/O MISTER CAR WASH, INC.

222 E. 5TH STREET

(Street)

TUCSON AZ 85705

(City) (State) (Zip)

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 Innovation Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	06/23/2025		M		102,456	A	$0.66	190,652	D
Common Stock	06/23/2025		S		102,456	D	$6.3(1)	88,196	D
Common Stock								45,000	I	Emersyn Matheny Irrevocable Trust

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
Stock Option (Right to Buy)	$0.66	06/23/2025		M			102,456	(2)	07/14/2025	Common Stock	102,456	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $6.04 to $6.44. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The option is fully vested and exercisable.

	Michelle Krall, as Attorney--in-Fact for Joseph Matheny	06/25/2025
	** 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.

FAQ

How many MCW shares did Joseph Matheny sell on June 23 2025?

He sold 102,456 common shares, as disclosed in the Form 4.

What was the average sale price for MCW shares in the June 2025 insider trade?

The weighted-average sale price reported was $6.30 per share.

How many MCW shares does Joseph Matheny own after the June 2025 transaction?

Post-sale, he owns 88,196 shares directly and 45,000 indirectly through a trust.

Did the MCW insider trade occur under a Rule 10b5-1 trading plan?

The filing did not indicate that the transaction was executed under a Rule 10b5-1 plan.

How many options did Matheny exercise in the June 2025 Form 4 filing?

He exercised 102,456 fully vested options at an exercise price of $0.66 per share.