Sponsor-linked entities for Mister Car Wash (NYSE: MCW) restructure and cancel 219M shares

Rhea-AI Filing Summary

Mister Car Wash, Inc. filed an amended insider report showing a large restructuring of indirect holdings tied to a merger transaction. Entities associated with director and ten percent holder Jeffrey Suer moved a total of 219,213,079 shares of Common Stock at $7.00 per share in connection with an Agreement and Plan of Merger involving MCW Parent, LP and Boson Merger Sub, Inc.

According to the footnotes, these shares were first contributed to MCW Parent, LP by investment vehicles 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 exchange for equity interests in the parent entity, then automatically cancelled at the merger’s effective time. After this restructuring and cancellation, the filing shows zero shares of Mister Car Wash Common Stock reported as held following the transaction, and Mr. Suer disclaims beneficial ownership except for any pecuniary interest.

Insights

Equity ownership and governance analyst

Form 4/A records sponsor shares restructured and cancelled in a merger.

The filing shows investment entities linked to Jeffrey Suer contributing 219,213,079 Mister Car Wash shares at $7.00 per share to MCW Parent, LP under a Merger Agreement. Those shares were then cancelled when Boson Merger Sub, Inc. merged into Mister Car Wash.

This reflects a change in how the sponsor’s economic interest is held, moving from direct Mister Car Wash stock into equity of the private parent. The report indicates 0 Mister Car Wash shares remaining after the transaction and includes a disclaimer that Mr. Suer is not admitting beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Suer Jeffrey

Role null

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 (1)

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"). 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. 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. Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B. Mr. Suer, 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. Mr. Suer 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 Implied transaction price: $7.00 per share GEI VI holdings: 134,812,845 shares +4 more

7 metrics

Restructured shares 219,213,079 shares Common Stock involved in transaction code J

Implied transaction price $7.00 per share Price per share reported for Common Stock

GEI VI holdings 134,812,845 shares Common Stock previously owned by GEI VI

GEI Side VI holdings 80,348,253 shares Common Stock previously owned by GEI Side VI

Associates VI-A holdings 315,683 shares Common Stock previously owned by Associates VI-A

Associates VI-B holdings 3,736,298 shares Common Stock previously owned by Associates VI-B

Post-transaction holdings 0 shares Total Mister Car Wash shares following transaction

Key Terms

Agreement and Plan of Merger, Merger Agreement, Contribution Agreement, Section 16 of the Securities Exchange Act of 1934, +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.

Merger Agreement regulatory

"dated February 17, 2026 (the "Merger Agreement"), by and among the Issuer, MCW Parent, LP"

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 Agreement regulatory

"pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, Green Equity Investors VI"

Section 16 of the Securities Exchange Act of 1934 regulatory

"may be deemed 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.

ten percent holder financial

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

beneficial ownership financial

"Mr. Suer disclaims beneficial ownership of the shares of Common Stock reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

Suer Jeffrey

(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)
05/19/2026

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. Suer, 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. Suer 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.

Remarks:

This amendment is being filed to check the box indicating that the Reporting Person is no longer subject to Section 16.

	/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)

FAQ

What insider transaction did Mister Car Wash (MCW) report in this Form 4/A?

The Form 4/A reports an "other" transaction where entities associated with Jeffrey Suer restructured 219,213,079 shares of Mister Car Wash Common Stock at $7.00 per share in connection with a merger and ultimately had those shares cancelled.

How many Mister Car Wash (MCW) shares were involved in Jeffrey Suer’s reported restructuring?

The filing lists 219,213,079 shares of Common Stock. Footnotes explain these shares were held by several investment vehicles associated with Leonard Green & Partners and were contributed to MCW Parent, LP before being automatically cancelled at the effective time of the merger.

What role did the merger play in the Mister Car Wash (MCW) Form 4/A transaction?

An Agreement and Plan of Merger caused Boson Merger Sub, Inc. to merge into Mister Car Wash, Inc. Shares contributed to MCW Parent, LP by sponsor funds were then automatically cancelled at the merger’s effective time, eliminating those reported Mister Car Wash holdings.

Who actually owned the Mister Car Wash (MCW) shares in Jeffrey Suer’s Form 4/A?

The shares were owned 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. Jeffrey Suer may be deemed an indirect beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership.

What are Jeffrey Suer’s Mister Car Wash (MCW) holdings after this reported transaction?

The Form 4/A states 0 shares of Mister Car Wash Common Stock held following the transaction. This reflects the contribution of sponsor-held shares to MCW Parent, LP and their subsequent cancellation at the merger’s effective time under the Merger Agreement.

Did Jeffrey Suer buy or sell Mister Car Wash (MCW) stock in the market in this filing?

No open-market buy or sell is reported. The transaction code is J, classified as "other acquisition or disposition", and reflects an internal restructuring and cancellation of sponsor-held shares under merger and contribution agreements rather than market trading.