Galashan John Kristofer 4
4 · Mister Car Wash, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
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.
Insider Transaction Report
- Other
Common Stock
[F1][F2][F3][F4][F5][F6]2026-05-19$7.00/sh−219,213,079$1,534,491,553→ 0 total(indirect: See footnote.)
Footnotes (6)
- [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").
- [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, GEI Side VI, Associates VI-A and Associates VI-B that were cancelled as part of the Transaction. Of the shares of Common Stock reported, 134,812,845 were held by GEI VI, 80,348,253 were held by GEI Side VI, 315,683 were held by Associates VI-A, and 3,736,298 were held by Associates VI-B.
- [F4]Represents shares owned by GEI VI, GEI Side VI, Associates VI-A and Associates VI-B.
- [F5]Mr. Galashan, 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.
- [F6]Mr. Galashan disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein. This report shall not otherwise be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.