Leonard Green reshapes Mister Car Wash (NYSE: MCW) ownership via merger deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Mister Car Wash, Inc. insider entities associated with Leonard Green & Partners reported a large restructuring of their holdings in connection with a merger. On May 19, 2026, they reported four "J" code transactions in Common Stock at $7.00 per share, covering an aggregate of 219,213,079 shares, with reported holdings falling to zero shares afterward.
Footnotes explain that, under a February 17, 2026 Agreement and Plan of Merger, MCW Parent, LP acquired the contributed shares, and a merger subsidiary combined with Mister Car Wash, Inc., leaving the issuer as the surviving corporation. Immediately prior to the merger’s effective time, the reporting funds contributed their shares to MCW Parent, LP in exchange for equity interests in that parent entity, and the issuer shares were then automatically cancelled and extinguished.
The filing characterizes these as “other” transactions related to the merger structure rather than open-market buying or selling. The reporting persons also disclaim beneficial ownership of shares not held of record, except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Large sponsor stake moved into a private parent as part of a merger.
The reporting entities linked to Leonard Green & Partners restructured their position in Mister Car Wash, Inc. as part of a broader merger. They reported "J" code transactions in Common Stock at $7.00 per share for a total of 219,213,079 shares, with post-transaction holdings listed as zero.
Footnotes clarify this was done under a February 17, 2026 Merger Agreement where MCW Parent, LP and a merger subsidiary combined with Mister Car Wash, Inc. The funds contributed their shares to MCW Parent, LP for equity interests there, and the issuer shares were subsequently cancelled. This represents a structural shift from holding public shares to holding equity in a private parent vehicle, not an open-market sale.
The transactions are classified as “other acquisition or disposition,” and the reporting persons disclaim beneficial ownership of shares not held of record. Subsequent disclosures in related merger documents would provide the broader context for remaining investor rights after the transaction.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Green Equity Investors VI, L.P., GEI Capital VI, LLC, Green Equity Investors Side VI, L.P., Green VI Holdings, LLC, Leonard Green & Partners, L.P., LGP Associates VI-A LLC, LGP Associates VI-B LLC, LGP MANAGEMENT INC, PERIDOT COINVEST MANAGER LLC
Role
null | null | null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 134,812,845 | $7.00 | $943.69M |
| Other | Common Stock | 80,348,253 | $7.00 | $562.44M |
| Other | Common Stock | 315,683 | $7.00 | $2.21M |
| Other | Common Stock | 3,736,298 | $7.00 | $26.15M |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
Footnotes (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"). Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), the shares of the Issuer's Common Stock ("Common Stock"), par value $0.01 (the "Shares"), owned by the Reporting Persons were contributed and assigned to Parent in exchange for equity interests in Parent (together with the Merger, the "Transaction"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, the Shares were automatically cancelled and extinguished without any conversion thereof or consideration paid therefor. Represents shares of Common Stock previously owned by GEI VI that were cancelled as part of the Transaction. Represents shares owned by GEI VI. GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the manager of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP. Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B and, therefore, a "ten percent holder" hereunder. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 of the Exchange Act or for any other purpose. Represents shares of Common Stock previously owned by GEI Side VI that were cancelled as part of the Transaction. Represents shares of Common Stock owned by GEI Side VI. Represents shares of Common Stock previously owned by Associates VI-A that were cancelled as part of the Transaction. Represents shares of Common Stock owned by Associates VI-A. Represents shares of Common Stock previously owned by Associates VI-B that were cancelled as part of the Transaction. Represents shares of Common Stock owned by Associates VI-B.
Key Figures
Restructured shares total: 219,213,079 shares
Transaction price: $7.00 per share
GEI VI cancelled block: 134,812,845 shares
+3 more
6 metrics
Restructured shares total
219,213,079 shares
Common Stock involved in J-code transactions on May 19, 2026
Transaction price
$7.00 per share
Price per share for each Common Stock transaction
GEI VI cancelled block
134,812,845 shares
Common Stock previously owned by GEI VI cancelled in the Transaction
GEI VI additional block
80,348,253 shares
Common Stock previously owned by GEI VI cancelled in the Transaction
Associates VI-A cancelled block
3,736,298 shares
Common Stock previously owned by Associates VI-A cancelled
Associates VI-B cancelled block
315,683 shares
Common Stock previously owned by Associates VI-B cancelled
Key Terms
Agreement and Plan of Merger, Merger Agreement, Contribution Agreement, ten percent holder, +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 Agreement regulatory
"dated February 17, 2026 (the "Merger Agreement"), by and among the Issuer, MCW Parent, LP"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Contribution Agreement regulatory
"Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026"
ten percent holder regulatory
"may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934 ... to be the indirect beneficial owner ... and, therefore, a "ten percent holder" hereunder"
Section 16 of the Securities Exchange Act of 1934 regulatory
"may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
beneficial ownership financial
"Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What did Leonard Green entities report in this Mister Car Wash (MCW) Form 4?
They reported four “J” code transactions in Mister Car Wash Common Stock at $7.00 per share, covering 219,213,079 shares. These were classified as other acquisitions or dispositions tied to a merger, not open-market buying or selling activity.
What merger transactions are described in this Mister Car Wash (MCW) insider filing?
Footnotes describe a February 17, 2026 Agreement and Plan of Merger among Mister Car Wash, MCW Parent, LP, and a merger subsidiary. The merger subsidiary combined with Mister Car Wash, and the contributed shares were cancelled and extinguished when the merger became effective.
Did Leonard Green entities sell Mister Car Wash (MCW) stock on the open market?
The transactions are coded “J” for other acquisition or disposition, not open-market sales. Footnotes explain the shares were contributed to MCW Parent, LP for equity interests and later cancelled in the merger, indicating a structural reorganization rather than market selling.
How do Leonard Green entities describe their beneficial ownership of Mister Car Wash (MCW) shares?
They state that various funds and affiliates may be deemed indirect beneficial owners for Section 16 purposes. However, each reporting person disclaims beneficial ownership of shares not held of record, except to the extent of its pecuniary interest, limiting formal ownership claims.