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  4. [Form 4] Mister Car Wash, Inc. Insider Trading Activity

MCW Form 4 Flags Modest Insider Sale to Cover Taxes

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Mister Car Wash (NYSE:MCW) filed a routine Form 4 disclosing CEO & Director John Lai’s automatic tax-related transactions. On 06/25/2025, Lai converted 80,000 RSUs to common stock at $0 cost, lifting direct holdings to 4,612,254 shares. The next day he sold 33,904 shares at $6.13 solely to cover taxes and fees, trimming direct ownership to 4,578,350. He also retains 2,498,330 shares indirectly through a family trust. The sale equals less than 1% of his total 7.1 M share position and falls below material insider-sale thresholds, so no significant investor impact is expected.

Positive

  • None.

Negative

  • None.
Insider Lai John Lo-minn
Role Chief Executive Officer
Sold 33,904 shs ($208K)
Approx. gross sale proceeds $208K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock 33,904 $6.13 $208K
Exercise Restricted Stock Units 80,000 $0.00 $0.00
Exercise Common Stock 80,000 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 80,000 shares (Direct); Common Stock — 4,578,350 shares (Direct); Common Stock — 2,498,330 shares (Indirect, The JLKL 2020 Irrevocable Family Trust)
Footnotes (5)
  1. F1. The sales reported on this Form 4 represent shares automatically sold in a non-discretionary transaction to cover taxes and fees in connection with the vesting and settlement of restricted stock unit awards.
  2. F2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
  3. F3. This filing relates to the occurrence of a restricted stock unit vesting event.
  4. F4. The restricted stock units vest in 5 equal installments beginning on June 25, 2022 subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.
  5. F5. The RSUs do not have an expiration date.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many MCW shares did CEO John Lai sell on June 26, 2025?
He sold 33,904 shares at $6.13 per share in an automatic tax-withholding transaction.

What is John Lai’s total ownership in MCW after the reported Form 4 transactions?
Lai now holds 4,578,350 shares directly and 2,498,330 shares indirectly, totaling about 7.1 million shares.
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*
Lai John Lo-minn
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025
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 06/25/2025 M 80,000 A $0 4,612,254 D
Common Stock 06/26/2025 S 33,904(1) D $6.13 4,578,350 D
Common Stock 2,498,330 I The JLKL 2020 Irrevocable Family 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
Restricted Stock Units (2) 06/25/2025 M 80,000(3) (4) (5) Common Stock 80,000 $0 80,000 D
Explanation of Responses:
1. The sales reported on this Form 4 represent shares automatically sold in a non-discretionary transaction to cover taxes and fees in connection with the vesting and settlement of restricted stock unit awards.
2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
3. This filing relates to the occurrence of a restricted stock unit vesting event.
4. The restricted stock units vest in 5 equal installments beginning on June 25, 2022 subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.
5. The RSUs do not have an expiration date.
Michelle Krall, as Attorney-in-Fact for John Lai 06/27/2025
** 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.

Source: View Original Filing on SEC EDGAR