Mister Car Wash (NYSE: MCW) CTO RSUs paid out in $7-per-share merger

Q: What is the merger consideration mentioned for Mister Car Wash (MCW) shares?

The merger consideration is $7.00 in cash per share of Common Stock. Each outstanding share, with limited exceptions described in the merger agreement, was cancelled and automatically converted into this cash amount at the merger’s effective time.

Q: How many restricted stock units for Carlos Chavez were involved in this Mister Car Wash (MCW) filing?

The filing shows an award of 17,655 restricted stock units . These units were exercised or converted into Common Stock and then cancelled in exchange for a cash payment based on the $7.00 per-share merger consideration formula.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mister Car Wash, Inc. Chief Technology Officer Carlos Chavez reported equity award changes tied to the company’s merger. In connection with the merger at a cash price of $7.00 per share, each outstanding share of Common Stock was cancelled and converted into the right to receive cash.

At the merger’s effective time, each outstanding restricted stock unit fully vested, was cancelled, and converted into a lump-sum cash payment based on the $7.00 per-share Merger Consideration and the number of underlying shares.

Insider Trade Summary

17,655 shares exercised/converted

Mixed 3 txns

Insider Carlos Chavez

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	17,655	$0.00	--
Exercise	Common Stock	17,655	$0.00	--
Disposition	Common Stock	17,655	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 17,655 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"). 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 RSUs converted: 17,655 restricted stock units RSU conversion rate: $7.00 per underlying share +3 more

6 metrics

Merger cash price $7.00 per share Cash consideration for each outstanding share of Common Stock at Effective Time

RSUs converted 17,655 restricted stock units Award converted in connection with merger for Carlos Chavez

RSU conversion rate $7.00 per underlying share Cash payment equals merger consideration times RSU share count

Exercise transactions 1 derivative exercise transactionSummary exerciseCount related to RSU conversion

Disposition transactions 1 disposition to issuer Code D non-derivative disposition of 17,655 Common Stock

Net buy/sell shares 0 shares transactionSummary netBuySellShares marked neutral

Key Terms

Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock unit, +1 more

5 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of an Agreement and Plan of Merger, dated February 17, 2026 (the "Merger Agreement"),"

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, 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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock..."

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.

lump sum cash payment financial

"converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Merger Consideration"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:18 PM

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).

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^*

Carlos Chavez

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2026		M		17,655	A	⁽¹⁾⁽²⁾	17,655	D
Common Stock	05/19/2026		D		17,655	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾⁽²⁾	05/19/2026		M			17,655	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	17,655	⁽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 Carlos Chavez	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Mister Car Wash (MCW) disclose about Carlos Chavez’s equity in this Form 4?

The filing shows CTO Carlos Chavez’s equity awards were adjusted in connection with a merger. His common shares and restricted stock units were cancelled and converted into rights to receive cash at the agreed merger consideration.

What is the merger consideration mentioned for Mister Car Wash (MCW) shares?

The merger consideration is $7.00 in cash per share of Common Stock. Each outstanding share, with limited exceptions described in the merger agreement, was cancelled and automatically converted into this cash amount at the merger’s effective time.

How were restricted stock units for Mister Car Wash (MCW) insiders treated in the merger?

Each outstanding restricted stock unit fully vested at the merger’s effective time. It was then cancelled and converted into a lump-sum cash payment equal to $7.00 multiplied by the number of underlying common shares in that award.

How many restricted stock units for Carlos Chavez were involved in this Mister Car Wash (MCW) filing?

The filing shows an award of 17,655 restricted stock units. These units were exercised or converted into Common Stock and then cancelled in exchange for a cash payment based on the $7.00 per-share merger consideration formula.

What is the Agreement and Plan of Merger referenced for Mister Car Wash (MCW)?

The Agreement and Plan of Merger dated February 17, 2026, outlines the combination of Mister Car Wash, MCW Parent, LP, and Boson Merger Sub, Inc. It specifies that Mister Car Wash survives and details the $7.00 per-share cash consideration structure.

What happened at the Effective Time of the Mister Car Wash (MCW) merger?

At the Effective Time, Boson Merger Sub merged into Mister Car Wash, with Mister Car Wash surviving. Each outstanding common share was cancelled and converted into the right to receive $7.00 in cash, and all restricted stock units vested and converted to cash payments.