Carlos Chavez 4

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.