TAYLOR JODI 4

What Happened

• Jodi Taylor, a director of Mister Car Wash, converted/treated derivative awards and had common shares cancelled and surrendered to the issuer as part of the company’s merger. The filing shows conversion/exercise of 14,144 derivative awards and a disposition of 51,076 common shares to the issuer on 2026-05-19. Under the Merger Agreement, each share was converted into the right to receive $7.00 in cash, so the combined proceeds equal approximately $456,540 (65,220 shares × $7.00).

Key Details

• Transaction date: 2026-05-19. Report filed the same day (timely).
• Reported transactions:
  • Conversion/exercise of derivative awards: 14,144 shares (M).
  • Disposition to issuer (cancellation in merger): 51,076 shares (D).
  • A matching disposition of 14,144 shares tied to the derivative conversion is also reported.
• Price: Form lists N/A, but footnote to the Form 4 states the Merger Consideration was $7.00 per share, so proceeds ≈ $456,540.
• Shares owned after transaction: not explicitly stated in the Form 4; common stock was cancelled and converted to cash under the merger.
• Notable footnotes:
  • F1: Transactions occurred under the Agreement and Plan of Merger (effective time), where outstanding common shares were cancelled for $7.00 cash per share.
  • F2: Outstanding restricted stock units fully vested, were cancelled, and converted into lump-sum cash equal to $7.00 × number of shares subject to the RSU.

Context

• This was not an open-market sale but a cash-out under the merger; the insider received the merger consideration rather than selling on the market.
• The reported “M” transactions reflect conversion/exercise of derivative awards (e.g., RSUs/options) that were then settled for cash as part of the merger.
• These filings are transactional and reflect the merger settlement, not necessarily a trading decision about the company’s future.