[SCHEDULE 13G/A] Mister Car Wash, Inc. Amended Passive Investment Disclosure
Mister Car Wash holders report zero shares after merger
Mister Car Wash, Inc. reporting persons led by Green Equity Investors filed an amendment stating they no longer beneficially own any common stock of the company as of 05/19/2026.
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Mister Car Wash, Inc. reporting persons led by Green Equity Investors filed an amendment stating they no longer beneficially own any common stock of the company as of 05/19/2026.
The filing explains that, under a Merger Agreement and a Contribution Agreement dated February 17, 2026, the reporting persons contributed their shares to MCW Parent, LP and the issuer's shares were cancelled at the effective time of the merger. The filing is described as an exit filing.
Insights
Legal exit via merger: reporting persons relinquished ownership by contribution and cancellation.
The filing states the reporting persons contributed their shares pursuant to a Contribution Agreement dated February 17, 2026, and under the Merger Agreement the shares were "automatically cancelled and extinguished" without conversion or consideration at the merger's effective time.
Key dependencies are contractual terms in the merger documents and the effective merger mechanics; timing and cash‑flow treatment are described as part of those agreements in the excerpt.
Holder group exits: multiple related entities report zero beneficial ownership as of the effective date.
The cover statements list several related entities (e.g., Green Equity Investors VI, L.P., Leonard Green & Partners, L.P.) and record 0 shares and 0% ownership as of 05/19/2026. The filing labels this an "exit filing."
Subsequent public disclosures may show post‑merger ownership of parent equity, but those details are outside the provided excerpt.
Key Figures
Reporting date:05/19/2026Merger agreement date:February 17, 2026Shares beneficially owned:0 shares+2 more
5 metrics
Reporting date05/19/2026Date the filing states reporting persons no longer owned shares
Merger agreement dateFebruary 17, 2026Date of the Agreement and Plan of Merger referenced in Item 4
Shares beneficially owned0 sharesAmount reported for the reporting persons as of <date>05/19/2026</date>
Percent of class0%Percent of class reported on cover-page responses for each reporting person
CUSIP60646V105CUSIP for Mister Car Wash common stock as listed on the cover
Key Terms
Merger Agreement, Contribution Agreement, exit filing, beneficially own
4 terms
Merger Agreementregulatory
"In connection with the terms of an Agreement and Plan of Merger, dated February 17, 2026"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Contribution Agreementlegal
"pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B"
A contribution agreement is a legal contract in which one party transfers assets, business units, intellectual property, cash, or equity to another party or to a joint entity in exchange for payment, shares, or an ownership interest. It matters to investors because it spells out who will own which assets, how the transfer affects the company’s balance sheet and ownership stakes, and which liabilities and promises follow the contributed assets—like a detailed receipt and warranty list for a transaction.
exit filingregulatory
"This filing represents an exit filing for the Reporting Persons"
beneficially ownfinancial
"as of May 19, 2026, the Reporting Persons no longer beneficially own any Shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the Schedule 13G/A from Green Equity report for MCW?
The filing reports that the reporting persons no longer beneficially own any common stock of Mister Car Wash as of 05/19/2026. It characterizes the submission as an exit filing following the merger transactions dated February 17, 2026.
Why do the reporting persons show zero shares in the MCW filing?
They contributed their MCW shares to MCW Parent, LP under a Contribution Agreement dated February 17, 2026, and the shares were "automatically cancelled and extinguished" at the merger's effective time, per the filing language.
Which entities are listed as reporting persons in the MCW filing?
The filing lists related entities including Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., GEI Capital VI, LLC, Leonard Green & Partners, L.P., and affiliated management LLCs, with a common address in Los Angeles, CA.
Does the filing state the reporting persons received consideration for their shares?
The filing states the contributed Shares were cancelled "without any conversion thereof or consideration paid therefor" at the effective time of the Merger, per the disclosed wording in Item 4 of the excerpt.
What date anchors the ownership change reported in the MCW filing?
The filing cites the merger documents dated February 17, 2026 and states the reporting persons no longer beneficially owned shares as of 05/19/2026, which the filing uses as the reporting date.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Mister Car Wash, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
60646V105
(CUSIP Number)
05/19/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
Green Equity Investors VI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
Green Equity Investors Side VI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
GEI Capital VI, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (Limited Liability Company)
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
LGP Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
Leonard Green & Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
Green VI Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (Limited Liability Company)
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
LGP Associates VI-A LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (Limited Liability Company)
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
LGP Associates VI-B LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (Limited Liability Company)
SCHEDULE 13G
CUSIP Number(s):
60646V105
1
Names of Reporting Persons
Peridot Coinvest Manager LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (Limited Liability Company)
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Mister Car Wash, Inc.
(b)
Address of issuer's principal executive offices:
222 E. 5th Street, Tucson, Arizona 85705
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons:"
A. Green Equity Investors VI, L.P.
B. Green Equity Investors Side VI, L.P.
C. GEI Capital VI, LLC
D. Leonard Green & Partners, L.P.
E. LGP Management, Inc.
F. Green VI Holdings, LLC
G. LGP Associates VI-A LLC
H. LGP Associates VI-B LLC
I. Peridot Coinvest Manager LLC
As of the date hereof, Green Equity Investors VI, L.P., a Delaware limited partnership ("GEI VI"), is the direct owner of 0 shares of Common Stock of the Issuer, Green Equity Investors Side VI, L.P., a Delaware limited partnership ("GEI Side VI"), is the direct owner of 0 shares of Common Stock of the Issuer, LGP Associates VI-A LLC, a Delaware limited liability company ("Associates VI-A"), is the direct owner of 0 shares of Common Stock of the Issuer, and LGP Associates VI-B LLC, a Delaware limited liability company ("Associates VI-B"), is the direct owner of 0 shares of Common Stock of the Issuer.
GEI Capital VI, LLC, a Delaware limited liability company, is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC, a Delaware limited liability company, is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P., a Delaware limited partnership ("LGP"), is the management company of GEI VI and GEI Side VI. LGP Management, Inc., a Delaware corporation, is the general partner of LGP. Peridot Coinvest Manager LLC, a Delaware limited liability company, is the manager of each of Associates VI-A and Associates VI-B.
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025
(c)
Citizenship:
Each of the Reporting Persons is organized in the state of Delaware.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
60646V105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to Item 9 on each cover page.
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").
Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, GEI VI, GEI Side VI, Associates VI-A and Associates VI-B, the shares of the Issuer's 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. 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. As such, as of May 19, 2026, the Reporting Persons no longer beneficially own any Shares. This filing represents an exit filing for the Reporting Persons.
(b)
Percent of class:
See response to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Green Equity Investors VI, L.P.
Signature:
By: GEI Capital VI, LLC, its General Partner, By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
Green Equity Investors Side VI, L.P.
Signature:
By: GEI Capital VI, LLC, its General Partner, By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
GEI Capital VI, LLC
Signature:
By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
LGP Management, Inc.
Signature:
By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
Leonard Green & Partners, L.P.
Signature:
By: LGP Management, Inc., its General Partner, By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
Green VI Holdings, LLC
Signature:
By: LGP Management, Inc., its Manager, By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
LGP Associates VI-A LLC
Signature:
By: Peridot Coinvest Manager LLC, its Manager, By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
LGP Associates VI-B LLC
Signature:
By: Peridot Coinvest Manager LLC, its Manager, By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
Date:
05/19/2026
Peridot Coinvest Manager LLC
Signature:
By: /s/ Andrew Goldberg
Name/Title:
Andrew Goldberg, Senior Vice President, General Counsel and Secretary
