Mister Car Wash (MCW) 10% Owner John Galashan Sells 219M Shares

What Happened
John Kristofer Galashan, reported as a 10% owner related to certain Green Equity entities, disposed of 219,213,079 shares of Mister Car Wash (MCW) common stock on May 19, 2026. The transaction price reported is $7.00 per share for a total reported value of $1,534,491,553. The disposition was made in connection with a negotiated Merger and a related Contribution Agreement under which the listed shares were contributed to the buyer/parent and then cancelled as part of the Merger.

Key Details

• Transaction date: 2026-05-19; reported on Form 4 filed 2026-05-19 (timely filing).
• Reported price and value: 219,213,079 shares at $7.00 each = $1,534,491,553.
• Shares cancelled/contributed: The reported shares were previously held by affiliated entities (GEI VI: 134,812,845; GEI Side VI: 80,348,253; Associates VI-A: 315,683; Associates VI-B: 3,736,298) and were contributed to Parent and automatically cancelled at the Merger's effective time.
• Shares owned after transaction: The contributed Common Stock was cancelled; the filing includes disclaimers that Mr. Galashan disclaims beneficial ownership except for any pecuniary interest.
• Footnotes: (F1–F6) describe the Merger Agreement, Contribution Agreement, the cancellation of shares, breakdown of cancelled shares by entity, and Galashan’s potential indirect beneficial ownership/status as a 10% holder.
• Transaction code: “J” (other acquisition or disposition) — used here for the merger-related contribution/cancellation.

Context
This is a merger-related disposition involving entities tied to Green Equity Investors rather than a routine open-market sale by an individual executive. As a reported 10% holder via affiliated entities, Galashan’s filing reflects institutional/transactional changes tied to the Merger and not an ordinary insider market trade. The filing is informational and does not, by itself, indicate management sentiment about the company’s ongoing business.