Mister Car Wash (MCW) director’s shares and RSUs cashed out at $7 in merger

Rhea-AI Filing Summary

Mister Car Wash, Inc. director Atif Rafiq reported transactions tied to the closing of a merger in which the company became a wholly owned subsidiary of MCW Parent, LP. In the merger, each outstanding share of Common Stock was cancelled and converted into the right to receive $7.00 in cash per share, without interest, as merger consideration.

Rafiq exercised 14,144 Restricted Stock Units into Common Stock and then disposed of 32,031 Common Shares to the issuer in connection with the merger mechanics, leaving him with 0 Common Shares reported after the transactions. Outstanding Restricted Stock Units were converted into cash payments based on the same $7.00 per-share consideration.

Insights

Equity compensation and M&A specialist

Director’s equity was cashed out at $7.00 per share in the merger.

The filing shows how Mister Car Wash handled director equity when it merged with MCW Parent, LP. Each Common Share was cancelled and converted into the right to receive $7.00 in cash, and Restricted Stock Units were similarly cashed out.

For director Atif Rafiq, 14,144 Restricted Stock Units were exercised into Common Stock, and a total of 32,031 Common Shares were disposed to the issuer, leaving no reported post-transaction holdings. This is a standard outcome when a going‑private merger cashes out public equity rather than rolling it into new securities.

Insider Trade Summary

14,144 shares exercised/converted

Mixed 3 txns

Insider RAFIQ ATIF

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	32,031	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 32,031 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 consideration: $7.00 per share Common Shares disposed: 32,031 shares RSUs exercised: 14,144 units +2 more

5 metrics

Merger consideration $7.00 per share Cash paid for each outstanding Common Share in merger

Common Shares disposed 32,031 shares Common Stock disposed to issuer by director Atif Rafiq

RSUs exercised 14,144 units Restricted Stock Units exercised into Common Stock at merger

Common Shares after transaction 0 shares Director’s reported Common Stock holdings post‑merger

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

Key Terms

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

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 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"

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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^*

RAFIQ ATIF

(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)	32,031	D
Common Stock	05/19/2026		D		32,031	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 Atif Rafiq	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 Atif Rafiq report?

Atif Rafiq reported exercising 14,144 Restricted Stock Units into Common Stock and disposing of 32,031 Common Shares to the issuer. These actions reflect the equity treatment at merger closing, rather than open‑market buying or selling activity by the director.

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

Each outstanding share of Mister Car Wash Common Stock was cancelled and converted into the right to receive $7.00 in cash per share, without interest. This fixed cash amount, called the Merger Consideration, applied broadly except for specific shares described in the merger agreement.

How were Mister Car Wash (MCW) Restricted Stock Units treated in the merger?

At the merger’s effective time, each outstanding Restricted Stock Unit fully vested, was cancelled, and converted into a right to receive a lump‑sum cash payment. That payment equaled $7.00 multiplied by the number of underlying Common Shares covered by each RSU award.

Does the Form 4 show any Mister Car Wash (MCW) shares held by the director after the merger?

The Form 4 reports that, following the merger‑related transactions, director Atif Rafiq held zero Common Shares. His previous equity was either converted from Restricted Stock Units or disposed to the issuer under the merger’s cash‑out structure.

Is the Mister Car Wash (MCW) Form 4 an open‑market stock sale by the director?

No. The disposition reported uses code D, indicating a transaction with the issuer, not an open‑market sale. The movements reflect automatic conversion and cancellation of equity as part of the merger, with cash consideration set at $7.00 per share.