Thomassee Cindy 4
4 · European Wax Center, Inc. · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
European Wax Center (EWCZ) CAO Cindy Thomassee Sells 137,740 Shares
What Happened
Cindy Thomassee, Chief Accounting Officer of European Wax Center, disposed of 137,740 shares at $5.80 per share (total ≈ $798,892) on May 8, 2026. In the same transaction the company reports 12,920 derivative units (unvested RSUs) were converted into contingent cash awards tied to the merger consideration (Converted Cash Awards). These actions were dispositions to the issuer under the merger agreement with Glow Midco and related parties.
Key Details
- Transaction date: May 8, 2026; Form 4 filed May 12, 2026. (Note: Form 4 is typically due within 2 business days of the transaction; this was filed 4 days after the transaction.)
- Disposition details: 137,740 shares sold/converted at $5.80 each = $798,892 reported.
- Derivative/RSU detail: 12,920 unvested RSUs were converted into Converted Cash Awards equal to $5.80 per underlying share (implied gross value ≈ $74,936), but the filing reports the derivative amount/value as N/A because the awards remain contingent and subject to vesting.
- Related merger items: per footnotes, Class A shares were cashed out at $5.80 each; Class B shares were cancelled for nominal consideration; certain options with exercise prices ≥ $5.80 were cancelled for no consideration.
- Shares owned after transaction: Not specified in the summary provided — check the full Form 4 for post-transaction holdings.
- Transaction code: D (Disposition to issuer — part of the merger consideration).
Context
- These were not open-market purchases or routine insider sales but cash-outs and conversions tied to the company’s merger. The 137,740 shares were converted to cash at the merger price; the 12,920 RSUs were converted into contingent cash awards that continue to be subject to vesting and "double-trigger" protections per the merger agreement.
- This filing documents corporate-transaction-driven dispositions rather than a personal sale decision unrelated to the merger; investors should treat them as merger consideration events, not an independent insider sentiment signal.
Insider Transaction Report
Form 4Exit
Thomassee Cindy
CHIEF ACCOUNTING OFFICER
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3]2026-05-08$5.80/sh−137,740$798,892→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-08−12,920→ 0 totalExercise: $17.00→ Class A Common Stock (12,920 underlying)
Footnotes (4)
- [F1]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"),
- [F2](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.
- [F3](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.
- [F4]Under the Merger Agreement, at the Effective Time, each option to purchase shares of Class A Common Stock (a "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.
Signature
/s/ Thomas Kim, Attorney-in-Fact|2026-05-12