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

Rhea-AI Filing Summary

Mister Car Wash, Inc. filed a Form 4 showing an entity-level restructuring of a large indirect ownership block tied to director and ten percent owner John G. Danhakl. A total of 219,213,079 shares of common stock, indirectly owned through investment entities, were involved in an "other" type transaction at a reference value of $7.00 per share.

According to the disclosure, these shares were held by funds and LLCs including Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC. In connection with an Agreement and Plan of Merger, the shares were contributed to MCW Parent, LP and then cancelled when Boson Merger Sub, Inc. merged with Mister Car Wash, Inc., leaving zero shares reported after the transaction. The filing states that Mr. Danhakl may be deemed an indirect beneficial owner for Section 16 purposes but he expressly disclaims beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Net Seller: 219,213,079 shares

Net Sell 1 txn

Insider DANHAKL JOHN G

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	219,213,079	$7.00	$1.53B

Holdings After Transaction: Common Stock — 0 shares (Indirect, See footnote.)

Footnotes (6)

1. F1. 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").
2. F2. 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.
3. F3. Represents shares of Common Stock previously owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B that were cancelled as part of the Transaction. Of the shares of Common Stock reported, 134,812,845 were held by GEI VI, 80,348,253 were held by GEI Side VI, 315,683 were held by Associates VI-A, and 3,736,298 were held by Associates VI-B.
4. F4. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B.
5. F5. Mr. Danhakl, 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.
6. F6. Mr. Danhakl disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein. This report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Key Figures

Restructured shares: 219,213,079 shares Reference price: $7.00 per share Post-transaction holdings: 0 shares +4 more

7 metrics

Restructured shares 219,213,079 shares Common stock involved in Form 4 restructuring

Reference price $7.00 per share Transaction price per share in Form 4

Post-transaction holdings 0 shares Total shares following transaction for reported position

GEI VI holdings 134,812,845 shares Common stock previously owned by Green Equity Investors VI, L.P.

GEI Side VI holdings 80,348,253 shares Common stock previously owned by Green Equity Investors Side VI, L.P.

Associates VI-A holdings 315,683 shares Common stock previously owned by LGP Associates VI-A LLC

Associates VI-B holdings 3,736,298 shares Common stock previously owned by LGP Associates VI-B LLC

Key Terms

Agreement and Plan of Merger, Contribution Agreement, ten percent holder, indirect beneficial owner, +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.

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

"and, therefore, a "ten percent holder" hereunder."

indirect beneficial owner regulatory

"may be deemed... to be the indirect beneficial owner of some or all of the shares..."

Section 16 of the Securities Exchange Act of 1934 regulatory

"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.

pecuniary interest financial

"except to the extent of his pecuniary interest therein."

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/19/2026 - 04:24 PM Learn about SEC filing dates

FAQ

What insider transaction did Mister Car Wash (MCW) report for John G. Danhakl?

Mister Car Wash reported an "other" Form 4 transaction involving 219,213,079 common shares indirectly tied to John G. Danhakl. The shares were part of a restructuring linked to a merger and were ultimately cancelled, leaving zero shares reported afterward.

Which entities held the Mister Car Wash (MCW) shares involved in this Form 4?

The 219,213,079 Mister Car Wash shares were previously held by Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC. These investment entities contributed their shares to MCW Parent, LP before the merger-related cancellation.

How many Mister Car Wash (MCW) shares were cancelled in the reported transaction?

The Form 4 shows that 219,213,079 common shares were involved and then cancelled as part of a broader merger transaction. After this cancellation, the total shares of Mister Car Wash common stock reported for the indirect ownership position became zero.

What price per share is referenced in the Mister Car Wash (MCW) Form 4 transaction?

The Form 4 lists a reference value of $7.00 per share for the 219,213,079 common shares. This value is presented in the transaction details and helps quantify the size of the restructuring tied to the merger-related share cancellation.

Does John G. Danhakl claim beneficial ownership of the Mister Car Wash (MCW) shares?

The filing states that John G. Danhakl may be deemed an indirect beneficial owner for Section 16 purposes but he disclaims beneficial ownership. He only acknowledges ownership to the extent of any pecuniary interest, limiting personal responsibility for the investment entities’ share holdings.

What merger structure is described in the Mister Car Wash (MCW) Form 4 footnotes?

The footnotes describe an Agreement and Plan of Merger involving Mister Car Wash, MCW Parent, LP, and Boson Merger Sub, Inc. Boson Merger Sub merged into Mister Car Wash, which survived, while contributed shares were cancelled in connection with this overall transaction structure.

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^*

DANHAKL JOHN G

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CALIFORNIA 90025

(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	X	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		J(1)(2)		219,213,079(3)	D	$7	0(4)	I	See footnote.(5)(6)

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

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").

2. 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.

3. Represents shares of Common Stock previously owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B that were cancelled as part of the Transaction. Of the shares of Common Stock reported, 134,812,845 were held by GEI VI, 80,348,253 were held by GEI Side VI, 315,683 were held by Associates VI-A, and 3,736,298 were held by Associates VI-B.

4. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B.

5. Mr. Danhakl, 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.

6. Mr. Danhakl disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein. This report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Andrew C. Goldberg, attorney-in-fact	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)