Carlos Chavez 4

4 · Mister Car Wash, Inc. · Filed May 19, 2026

AI-generated summary of this filing

Updated May 19, 2026

Mister Car Wash CTO Carlos Chavez Converts 17,655 Shares for $123.6K

What Happened

Carlos Chavez, Chief Technology Officer of Mister Car Wash (MCW), had 17,655 restricted stock units/options exercised/converted and then surrendered to the issuer as part of the company’s merger effective May 19, 2026. Per the merger terms, each share was converted into $7.00 in cash, so the payment for these 17,655 shares totals $123,585. The Form 4 reports transaction codes M (exercise/conversion of derivative) and D (disposition to issuer); prices are shown as N/A on the form because the consideration was the merger cash payment.

Key Details

Transaction date: 2026-05-19 (Effective Time of the Merger)
Consideration: $7.00 per share under the Merger Agreement; total ≈ $123,585 for 17,655 shares
Form codes: M (exercise/conversion of derivative) and D (disposition to issuer); filing shows N/A for share price (cash-out via merger)
Shares owned after transaction: the affected awards/shares were cancelled at the Effective Time per the Merger Agreement (converted to cash)
Footnotes: F1/F2 state the Merger Agreement cancelled outstanding common stock and converted outstanding RSUs into lump-sum cash payments
Filing timing: reported with the same period/date as the transaction (no late filing indicated in the record)

Context

This was not an open-market sale but a cash-out of awards due to a change-in-control merger; the insider received merger consideration for awards that vested/converted. Such merger-related conversions are routine corporate actions and do not by themselves indicate insider sentiment about the company’s outlook.

Form 4Exit

Period: 2026-05-19

Chief Technology Officer

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-05-19+17,655→ 17,655 total
Disposition to Issuer
Common Stock
[F1]
2026-05-19−17,655→ 0 total
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-05-19−17,655→ 0 total
→ Common Stock (17,655 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.

Signature

/s/ Michelle Krall, as Attorney-in-Fact for Carlos Chavez|2026-05-19

1 file