European Wax Center (EWCZ) CCO disposes stock and options in Glow Midco merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
European Wax Center, Inc. chief commercial officer Katie Mullen reported dispositions of equity as part of the company’s merger with Glow Midco, LLC. She disposed of 160,000 shares of Class A common stock at $5.80 per share, which reflects the cash price paid for each Class A share at the merger’s effective time.
In addition, several employee stock option grants were cancelled or converted under the merger terms. Options over 180,000 shares at a $12.00 exercise price, 180,000 shares at $9.00, and 220,000 shares at $3.99 were disposed of to the issuer and no derivative positions or shares are shown as remaining after these transactions. Under the merger agreement, in-the-money unvested options were converted into contingent cash awards, while options with exercise prices at or above $5.80 were cancelled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Mullen Katie
Role
CHIEF COMMERCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 220,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 180,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 180,000 | $0.00 | -- |
| Disposition | Class A Common Stock | 160,000 | $5.80 | $928K |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct, null);
Class A Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Represents securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), dated February 9, 2026, by and among (i) Glow Midco, LLC, a Delaware limited liability company ("Parent"), (ii) Glow Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub Inc."), (iii) Glow Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub LLC"), (iv) European Wax Center, Inc., a Delaware corporation (the "Company") and (v) EWC Ventures, LLC, a Delaware limited liability company ("Opco"), under which (i) Merger Sub Inc. was merged with and into the Company, with the Company continuing as the surviving corporation and (ii) Merger Sub LLC was merged with and into Opco, with Opco continuing as the surviving limited liability company. At the effective time of the Merger (the "Effective Time"), (Continued from footnote 1) each issued and outstanding share of Class A Common Stock was automatically converted into the right to receive cash in an amount equal to $5.80, without interest thereon (the "Class A Per Share Price"). Each share of Class B Common Stock that was outstanding as of immediately prior to the Effective Time was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $0.00001 per share (the "Class B Per Share Price"). Under the Merger Agreement, at the Effective Time, each restricted stock unit ("Company RSU") that was not vested was automatically cancelled and converted into the contingent right to receive an amount (without interest) in cash (a "Converted Cash Award") equal in value to the product of (A) the total number of shares of Class A Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (B) the Class A Per Share Price. (Continued from footnote 2) Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as the corresponding Company RSU immediately prior to the Effective Time, including "double trigger" termination protection. Under the Merger Agreement, at the Effective Time, each option to purchase shares of Class A Common Stock (a "Company Option") reported in this row was automatically cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to (A) the total number of shares of Class A Common Stock subject to such unvested Company Option immediately prior to the Effective Time multiplied by (B) the excess, if any, of the Class A Per Share Price over the exercise price per share of Class A Common Stock under such Company Option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the terms and conditions as the applicable Company Option (including vesting conditions). Under the Merger Agreement, at the Effective Time, each Company Option that was reported in this row had an exercise price per share of Class A Common Stock that was greater than or equal to the Class A Per Share Price and was therefore cancelled at the Effective Time for no consideration.
Key Figures
Class A shares disposed: 160,000 shares
Class A per-share price: $5.80 per share
Options cancelled/converted: 180,000 shares at $12.00
+3 more
6 metrics
Class A shares disposed
160,000 shares
Disposed at $5.80 per share in merger
Class A per-share price
$5.80 per share
Cash paid for each Class A share at effective time
Options cancelled/converted
180,000 shares at $12.00
Employee stock option, issuer disposition
Options cancelled/converted
180,000 shares at $9.00
Employee stock option, issuer disposition
Options cancelled/converted
220,000 shares at $3.99
Employee stock option, issuer disposition
Shares after transaction
0 shares
Total Class A shares held following disposition
Key Terms
Agreement and Plan of Merger, Class A Per Share Price, Converted Cash Award, double trigger, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Represents securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), dated February 9, 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.
Converted Cash Award financial
"each restricted stock unit ("Company RSU") ... was automatically cancelled and converted into the contingent right to receive an amount ... in cash (a "Converted Cash Award")"
double trigger financial
"Each such Converted Cash Award ... continues to have, and is subject to, the same vesting conditions ... including "double trigger" termination protection."
Company Option financial
"each option to purchase shares of Class A Common Stock (a "Company Option") reported in this row was automatically cancelled and converted"
FAQ
What insider transaction did Katie Mullen report for European Wax Center (EWCZ)?
Katie Mullen reported dispositions tied to a merger transaction. She disposed of 160,000 shares of Class A common stock at $5.80 per share and several employee stock options, all recorded as issuer dispositions under the merger agreement.
What happened to European Wax Center (EWCZ) restricted stock units in the merger?
Unvested restricted stock units were cancelled and converted to contingent cash awards. Each award equals the number of Class A shares previously underlying the RSU multiplied by the $5.80 Class A per-share price, while keeping the same vesting conditions and double-trigger termination protection.
How were European Wax Center (EWCZ) employee stock options treated under the merger?
Unvested in-the-money options became contingent cash awards based on shares times the excess of $5.80 over the option’s exercise price. Options with exercise prices at or above $5.80 were cancelled at the effective time for no consideration, eliminating those equity rights.