RAFIQ ATIF 4
4 · Mister Car Wash, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Mister Car Wash Director Rafiq Atif Sells 46,175 Shares
What Happened
Rafiq Atif, a director of Mister Car Wash, reported exercising/converting 14,144 derivative awards and disposing of a total of 46,175 shares (32,031 shares + 14,144 derivative shares) on 2026-05-19. Per the merger agreement, each cancelled share converted into $7.00 in cash, so the disposed shares correspond to roughly $323,225 in aggregate cash consideration. The Form 4 lists the exercise/conversion (transaction code M) and dispositions to the issuer (transaction code D); the individual transaction prices are shown as N/A on the form but the merger footnotes specify the $7.00 per-share merger consideration.
Key Details
- Transaction date: 2026-05-19 (Filed same day) — appears timely.
- Transactions reported: M (exercise/conversion) — 14,144 shares acquired; D (disposition to issuer) — 32,031 shares disposed; M (derivative disposition) — 14,144 shares disposed.
- Merger consideration: $7.00 per share (footnote) → 46,175 shares × $7 = $323,225 total cash.
- Shares owned after transaction: not reported in the filing.
- Footnotes: F1 describes the merger under the Merger Agreement that cancelled outstanding common stock for $7.00 cash per share; F2 states restricted stock units fully vested and were converted into lump-sum cash equal to the Merger Consideration.
- Transaction codes: M = option/derivative exercise or conversion; D = disposition to issuer.
Context
These transactions are merger-related: derivatives were exercised/converted and shares (including RSUs per the footnote) were cancelled and converted into cash at the merger's fixed price. This is not an open-market sale but a cash-out under the Merger Agreement, so it reflects the deal mechanics rather than an independent trading decision.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-05-19+14,144→ 32,031 total - Disposition to Issuer
Common Stock
[F1]2026-05-19−32,031→ 0 total - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-05-19−14,144→ 0 total→ Common Stock (14,144 underlying)
Footnotes (2)
- [F1]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"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain shares described in the Merger Agreement) was cancelled and automatically converted into the right to receive $7.00 in cash, without interest (the "Merger Consideration").
- [F2]At the Effective Time, each outstanding restricted stock unit fully vested, was cancelled, and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such award of restricted stock unit.