Matheny Joseph Duane 4

What Happened
Joseph Duane Matheny, Chief Innovation Officer of Mister Car Wash (MCW), had restricted stock units (RSUs) vest on March 1, 2026, converting into 5,068 shares at no cash cost (reported as derivative conversion/exercise). Following the vesting, 2,318 of those shares were sold on March 2, 2026 in an open-market transaction at $7.08 per share, generating $16,411 (reported proceeds). The sale was an automatic sell-to-cover to satisfy taxes and fees tied to the RSU settlement.

Key Details

• Filing date / Accession: Filed 2026-03-03 (Accession No. 0001193125-26-088799). Report period shows transactions on 2026-03-01 and 2026-03-02. Filing appears timely (within the Form 4 reporting window).
• Transactions:
  • 2026-03-01 — Exercise/conversion of derivative (RSU vesting): 5,068 shares acquired at $0.00.
  • 2026-03-02 — Open-market sale: 2,318 shares disposed at $7.08 each; total reported proceeds $16,411.
• Footnotes: Sales were automatic non‑discretionary transactions to cover taxes and fees (sell-to-cover). Each RSU converts to one share on vesting; RSUs vest in four equal installments beginning March 1, 2024 and have no expiration.
• Shares owned after the reported transactions: Not specified in the provided filing excerpt.

Context
This filing reflects a routine RSU vesting event and a sell-to-cover for tax withholding — common compensation-related transactions that do not necessarily indicate a change in the insider’s view of the company. The conversion was reported as a derivative exercise (M code) with no cash paid to acquire the vested shares; only a portion of the resulting shares were sold to meet withholding obligations.