Leonard Green & Partners, L.P. 4
4 · Mister Car Wash, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Mister Car Wash (MCW) 10% Owner Green Equity Sells Shares
What Happened
- Green Equity Investors VI, L.P. (a reported 10% owner of Mister Car Wash, ticker MCW) reported multiple dispositions on 2026-05-19 involving company common stock. The filing shows dispositions of 134,812,845; 80,348,253; 315,683; and 3,736,298 shares, each at $7.00 per share, with line values of $943,689,915; $562,437,771; $2,209,781; and $26,154,086 respectively — totaling approximately $1,534,491,553. These transactions are reported as "Other acquisition or disposition (J)."
- These were disposals in connection with a merger and related contribution agreements (see footnotes): shares were contributed to MCW Parent and, at the effective time of the Merger, were automatically cancelled and extinguished pursuant to the Merger Agreement and Contribution Agreement. These are not open-market sales by an individual insider.
Key Details
- Transaction date: 2026-05-19; Price: $7.00 per share for each reported disposition.
- Per-line share counts and values: 134,812,845 @ $7 = $943,689,915; 80,348,253 @ $7 = $562,437,771; 315,683 @ $7 = $2,209,781; 3,736,298 @ $7 = $26,154,086. Total ≈ $1.534B.
- Purpose/footnotes: Transactions relate to the Agreement and Plan of Merger (Feb 17, 2026) and a Contribution Agreement — shares were contributed to Parent and cancelled (see F1, F2, F3, F8, F10–F13).
- Ownership after transaction: the common shares reported were cancelled at the merger effective time; remaining beneficial interests, if any, are reflected in equity interests in the Parent rather than MCW common stock.
- Reporting status: filing covers the reported date (2026-05-19); no indication in this filing of a late Form 4.
Context
- This filing reflects an institutional disposition tied to a corporate merger/recapitalization, not a personal open-market sale by an executive. For retail investors, that distinction matters: these disposals were part of a transaction structure (shares contributed and cancelled), not necessarily a signal of manager sentiment about the company’s future.
- Remarks note related LGP entities and partners who serve on MCW’s board; those affiliations explain why multiple affiliated entities are reported and why some parties disclaim direct beneficial ownership of the cancelled shares.
Insider Transaction Report
Form 4
Green Equity Investors VI, L.P.
Director10% Owner
Transactions
- Other
Common Stock
[F1][F2][F3][F4][F5][F6][F7]2026-05-19$7.00/sh−134,812,845$943,689,915→ 0 total - Other
Common Stock
[F1][F2][F8][F5][F6][F7][F9]2026-05-19$7.00/sh−80,348,253$562,437,771→ 0 total - Other
Common Stock
[F1][F2][F10][F5][F6][F7][F11]2026-05-19$7.00/sh−315,683$2,209,781→ 0 total - Other
Common Stock
[F1][F2][F12][F5][F6][F7][F13]2026-05-19$7.00/sh−3,736,298$26,154,086→ 0 total
Footnotes (13)
- [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").
- [F10]Represents shares of Common Stock previously owned by Associates VI-A that were cancelled as part of the Transaction.
- [F11]Represents shares of Common Stock owned by Associates VI-A.
- [F12]Represents shares of Common Stock previously owned by Associates VI-B that were cancelled as part of the Transaction.
- [F13]Represents shares of Common Stock owned by Associates VI-B.
- [F2]Immediately prior to the effective time of the Merger, pursuant to the Contribution Agreement, dated February 17, 2026, by and among Parent, Green Equity Investors VI, L.P. ("GEI VI"), Green Equity Investors Side VI, L.P. ("GEI Side VI"), LGP Associates VI-A LLC ("Associates VI-A") and LGP Associates VI-B LLC ("Associates VI-B"), the shares of the Issuer's Common Stock ("Common Stock"), par value $0.01 (the "Shares"), owned by the Reporting Persons were contributed and assigned to Parent in exchange for equity interests in Parent (together with the Merger, the "Transaction"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, the Shares were automatically cancelled and extinguished without any conversion thereof or consideration paid therefor.
- [F3]Represents shares of Common Stock previously owned by GEI VI that were cancelled as part of the Transaction.
- [F4]Represents shares owned by GEI VI.
- [F5]GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the manager of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- [F6]Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, directly (whether through ownership or position), or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of some or all of the shares of Common Stock held by GEI VI, GEI Side VI, Associates VI-A, or Associates VI-B and, therefore, a "ten percent holder" hereunder.
- [F7]Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 of the Exchange Act or for any other purpose.
- [F8]Represents shares of Common Stock previously owned by GEI Side VI that were cancelled as part of the Transaction.
- [F9]Represents shares of Common Stock owned by GEI Side VI.
Signature
/s/ Andrew C. Goldberg, attorney-in-fact|2026-05-19