Mister Car Wash Inc SEC Filings

The Company announced a cash merger in which Merger Sub will merge into Mister Car Wash, Inc. and each outstanding share (other than certain excluded or dissenting shares) will be converted into the right to receive $7.00 per share (the "Per Share Price"). Principal Stockholders holding approximately 67% executed a written consent, so no further stockholder vote is required. The filing states 548 locations and ~2.3 million subscription members as of December 31, 2025. The $7.00 price equals a ~16.5% premium to the Feb 17, 2026 closing price of $6.01; the last practicable close was $6.97. Termination fees are disclosed: a Company fee of $31,250,000 and a Parent fee of $51,750,000. Appraisal thresholds under Section 262 of the DGCL include a 1% ownership trigger and a $1,000,000 aggregate consideration trigger for preserving appraisal rights.

Mister Car Wash, Inc. Chief Executive Officer John Lo-minn Lai reported routine equity compensation activity and related tax sales. On March 1, 2026, restricted stock units representing 81,081 shares vested and were converted into common stock at no cost. In connection with this vesting event, 22,037 common shares were automatically sold in a non-discretionary transaction at $7.08 per share to cover taxes and fees. After these transactions, Lai directly held 4,637,394 common shares and indirectly held 2,498,330 common shares through The JLKL 2020 Irrevocable Family Trust.

Mister Car Wash, Inc. Chief Financial Officer Jedidiah Marc Gold reported equity award activity tied to a restricted stock unit vesting event. On March 1, 2026, he exercised 15,203 restricted stock units, converting them into 15,203 shares of common stock at an exercise price of $0.00 per share. Following this, his direct common stock holdings increased to 90,840 shares and he held 15,203 restricted stock units. On March 2, 2026, 4,761 of these shares were automatically sold at an average price of $7.08 per share to cover taxes and fees, a non-discretionary transaction, leaving him with 86,079 directly held common shares.

Mister Car Wash Chief Innovation Officer Joseph Duane Matheny reported equity activity tied to a restricted stock unit vesting event. He acquired 5,068 shares of common stock through the exercise of RSUs at $0.00 per share, then 2,318 shares were automatically sold at $7.08 per share to cover taxes and fees. Following these transactions, he directly holds 93,827 common shares and indirectly holds 45,000 common shares through the Emersyn Matheny Irrevocable Trust.

Mister Car Wash, Inc. operates 548 car wash locations across 21 states and runs North America’s largest car wash subscription program, with approximately 2.3 million Unlimited Wash Club members that generated 76% of 2025 wash sales. In 2025, the company opened 29 greenfield locations, acquired five Whistle Express sites and ended the year with 6,836 employees and 328,479,065 common shares outstanding as of February 13, 2026.

On February 17, 2026, Mister Car Wash agreed to be acquired by MCW Parent, LP affiliates in an all‑cash merger at $7.00 per share, after which it will become a private company and its stock will be delisted from Nasdaq. Principal stockholders affiliated with Leonard Green & Partners, holding about 67% of the common stock, approved the deal by written consent, so no further stockholder vote is required. The buyers have secured commitments for a $900 million senior secured first‑lien incremental term loan to help finance the transaction, which is expected to close in the first half of 2026, subject to regulatory and customary conditions. Mister Car Wash also reports $800.1 million of first‑lien term debt outstanding and $285.7 million of net cash provided by operating activities for 2025.

Mister Car Wash, Inc. agreed to be taken private by investment funds managed by Leonard Green & Partners at $7.00 in cash per share, implying a $3.1 billion enterprise value and a 29% premium to the 90‑day volume‑weighted average price. Affiliates of LGP that hold about 67% of the common stock have already approved the deal by written consent, so no further stockholder vote is required, though closing still depends on antitrust and other regulatory clearances and customary conditions. After completion, the shares will be delisted from Nasdaq and the company will be privately owned by LGP funds. The merger agreement includes a $31.25 million company termination fee in certain superior‑proposal scenarios and a $51.75 million reverse termination fee payable by the buyer in specified circumstances, supported by $900 million of committed term‑loan financing and limited guarantees from LGP funds. Separately, for 2025 the company reported net revenues of $1.05 billion, net income of $103.1 million, adjusted EBITDA of $345.4 million, 4% net revenue growth, 1.6% comparable‑store sales growth, a 7% increase in Unlimited Wash Club memberships to nearly 2.3 million and an ending footprint of 548 locations.

Mister Car Wash, Inc. agreed to be taken private by investment funds managed by Leonard Green & Partners at $7.00 in cash per share, implying a $3.1 billion enterprise value and a 29% premium to the 90‑day volume‑weighted average price. Affiliates of LGP that hold about 67% of the common stock have already approved the deal by written consent, so no further stockholder vote is required, though closing still depends on antitrust and other regulatory clearances and customary conditions. After completion, the shares will be delisted from Nasdaq and the company will be privately owned by LGP funds. The merger agreement includes a $31.25 million company termination fee in certain superior‑proposal scenarios and a $51.75 million reverse termination fee payable by the buyer in specified circumstances, supported by $900 million of committed term‑loan financing and limited guarantees from LGP funds. Separately, for 2025 the company reported net revenues of $1.05 billion, net income of $103.1 million, adjusted EBITDA of $345.4 million, 4% net revenue growth, 1.6% comparable‑store sales growth, a 7% increase in Unlimited Wash Club memberships to nearly 2.3 million and an ending footprint of 548 locations.

Mister Car Wash (MCW) reported Q3 2025 results with net revenues of $263,417 and net income of $27,411. Diluted EPS was $0.08. Adjusted EBITDA reached $86,792 with a 32.9% margin, reflecting steady operating performance.

For the first nine months, net revenues were $790,488 and net income was $83,006, supported by $225,733 in operating cash flow. The company ended the quarter with 527 locations, comparable store sales growth of 3.1%, and approximately 2,227 thousand Unlimited Wash Club members, which contributed 77% of total wash sales. Long‑term debt, net, was $827,231, and cash and cash equivalents were $35,652. As of October 23, 2025, 327,568,371 shares were outstanding.

Mister Car Wash, Inc. furnished an 8-K under Item 2.02 announcing financial results for the quarter ended September 30, 2025.

The results are detailed in a press release furnished as Exhibit 99.1 and incorporated by reference. The information is furnished, not filed, under the Exchange Act, and therefore is not subject to Section 18 liabilities.