Mister Car Wash, Inc. 8-K

What Happened
Mister Car Wash, Inc. (MCW) announced on February 17–18, 2026 that it entered into an Agreement and Plan of Merger with MCW Parent, LP and Merger Sub under which Merger Sub will merge into MCW and MCW stockholders (other than certain excluded holders) will receive $7.00 in cash per share at closing. The company also furnished a press release reporting its financial results for the quarter and year ended December 31, 2025.

Key Details

• Merger signed: February 17, 2026. Principal Stockholders representing ~67% of voting power (219,213,079 shares) executed a Written Consent adopting the Merger Agreement, so no further stockholder vote is required to adopt the agreement.
• Consideration: $7.00 in cash per outstanding share (Dissenting shares may seek appraisal under Delaware law). Shares held by Buyer Parties, Parent, or contributed by rollover participants will be cancelled with no cash paid.
• Equity awards: All RSUs will vest and convert to a cash payment equal to Per Share Price × shares; options will vest and convert to cash equal to (Per Share Price − exercise price) × shares; options with exercise price ≥ $7.00 are cancelled for no consideration.
• Financing: Parent has secured debt financing commitments, including a $900 million senior secured first‑lien incremental term loan commitment (subject to customary conditions). Green Equity entities provided a limited guarantee for certain Buyer payment obligations.
• Break fees: Company must pay a $31.25 million termination fee if it accepts a superior proposal and terminates for that reason; Parent must pay a $51.75 million termination fee in certain Company‑favorable termination scenarios.
• Closing conditions: include delivery of an Information Statement, expiration/clearance under Hart‑Scott‑Rodino and other antitrust/foreign investment approvals, accuracy of representations, and satisfaction of pre‑closing covenants. Management rollover agreements may be offered to select executives but none have been executed to date.

Why It Matters
If completed, the transaction will take MCW private: Nasdaq trading of MCW common stock will be suspended, and public stockholders (other than holders who validly demand appraisal) will receive $7.00 per share in cash. The strong support from Principal Stockholders holding ~67% makes closing more likely, but the deal remains subject to antitrust clearance, financing conditions and other customary closing requirements. The planned debt financing (including the $900M incremental loan commitment) indicates the combined company may incur significant new leverage. Investors should watch upcoming filings (the Information Statement and Schedule 13E‑3) for full transaction details and the company’s December 31, 2025 financial results included in the earnings press release.