Lai John Lo-minn 4

What Happened
Lai John Lo-minn, CEO of Mister Car Wash (MCW), completed multiple merger-related transactions on May 19, 2026 in connection with the company’s sale. Per the merger terms, many of his MCW shares and awards were cancelled and converted into cash at $7.00 per share, and a portion of his holdings were rolled into equity of the acquiring Parent.

• Converted/cancelled for cash: 6,622,525.43 shares were disposed to the issuer and converted into Merger Consideration at $7.00 per share, for approximately $46,357,678.01.
• Rollover to Parent: 1,146,428.57 shares were contributed to Parent under a Rollover Agreement and valued at $7.00 per share, equal to about $8,024,999.99 (the reporting person received indirect equity interests in Parent).
• Derivative transactions: 633,230 shares were shown as an exercise/conversion of a derivative and a corresponding derivative disposition of 633,230 shares — these appear to be merger/vesting-related conversions (also effectively settled at the $7.00 Merger Consideration).

This activity was merger-driven (not open-market buying/selling) — i.e., shares and restricted awards were converted into cash or rolled into the acquirer as part of the Agreement and Plan of Merger.

Key Details

• Transaction date: May 19, 2026 (Effective Time of the merger). Price for cash conversions: $7.00 per share (per Merger Agreement).
• Cash received from converted shares: ~6.62M shares → ~$46.36M. Rollover value: 1.146M shares → ~$8.03M.
• Shares owned after transaction: No remaining public MCW common shares reported; the reporting person holds indirect equity interests in Parent representing the rolled shares.
• Footnotes: (F1) Merger converted outstanding common stock into $7 cash per share; (F2) restricted stock units vested and converted to lump-sum cash; (F3) Rollover Agreement — 1,146,428.57 shares contributed in exchange for Parent equity, valued at $7/share.
• Filing timeliness: Reported for the transaction date 2026-05-19 (no late filing indicated).

Context

• These were corporate-merger transactions (share cancellations, RSU conversions to cash, and a rollover into acquirer equity), not open-market trades. Such filings reflect deal mechanics rather than a CEO buying or selling stock on personal discretion.
• For derivatives: “M” indicates exercise/conversion of a derivative; here the converted derivative shares were subsequently settled under the merger terms.
• Takeaway for retail investors: This insider activity mainly documents the payout and equity rollover required by the merger. It does not signal a typical insider buy/sell decision in the public markets.