European Wax Center, Inc. 8-K

What Happened
European Wax Center, Inc. (EWCZ) announced on Feb. 9, 2026 that it entered into a definitive Agreement and Plan of Merger with Glow Midco, LLC and its acquisition subsidiaries. Under the agreement the company would be taken private in cash: each outstanding Class A share would be cancelled and converted into the right to receive $5.80 in cash (Class B shares convert for $0.00001). The Company’s Special Committee and Board unanimously recommended the Merger Agreement, and the buyer’s affiliated stockholders have signed a support agreement committing to vote in favor. A joint press release was issued Feb. 10, 2026.

Key Details

• Cash consideration: $5.80 per outstanding Class A common share; Class B common shares: $0.00001 per share.
• Financing: HPS has committed $74 million of debt; General Atlantic Partners has an equity commitment of up to $110 million and provided a limited guarantee of certain Parent obligations.
• Termination fees and timeline: Company termination fee $6.6 million; Parent reverse termination fee $19.0 million. Outside date (drop-dead) to close: August 9, 2026 (subject to extensions/conditions).
• Closing conditions & effects: Requires shareholder approvals (majority of Class A and disinterested stockholders), HSR clearance and other customary conditions; if completed, Company common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act.

Why It Matters
This filing announces a binding, cash buyout proposal that would take European Wax Center private if the required approvals and regulatory clearances are obtained. Retail shareholders will be asked to vote on the deal and, if approved and closed, holders of Class A shares would receive $5.80 per share in cash and trading liquidity on Nasdaq would end. The agreement also describes how stock awards and options will be cashed out or converted, financing commitments backing the buyer, and termination fees that protect both sides if the deal fails. Investors should review the forthcoming proxy statement and Schedule 13E-3 for details and timing before making decisions.