Gold Jedidiah Marc 4
4 · Mister Car Wash, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Mister Car Wash (MCW) CFO Gold Jedidiah Marc Sells 886,006 Shares
What Happened
Gold Jedidiah Marc, Chief Financial Officer of Mister Car Wash (MCW), participated in merger-related transactions on 2026-05-19. In connection with the company’s merger, he surrendered/cancelled approximately 886,006.29 shares that were converted into cash at $7.00 per share (≈ $6.20M). He also contributed/rolled 43,285.71 shares into the parent company in exchange for indirect equity interests (valued at $7.00 per share, ≈ $303,000). The filing also shows a conversion/exercise of 133,485 option/derivative shares that were addressed as part of the merger consideration.
Key Details
- Transaction date: 2026-05-19 (Form 4 filed 2026-05-19).
- Cash price: $7.00 per share (merger consideration) for shares converted to cash.
- Approximate cash received from surrendered shares: 886,006.29 × $7.00 ≈ $6,202,044.
- Rollover into parent equity: 43,285.71 shares (valued at $7.00/share ≈ $303,000) per Rollover Agreement.
- Derivatives: 133,485 option-derived shares were exercised/converted and treated under the merger (see Footnote F4: options converted to a cash payment equal to the excess of the $7.00 Merger Consideration over option exercise price × number of option shares).
- Shares owned after transaction: Not specified in the provided filing details.
- Filing timeliness: Reported with the same transaction date (no late filing indicated).
Context
- These were merger-related conversions and rollovers, not open-market purchases or normal insider sales. Under the Merger Agreement, outstanding common shares (and RSUs/options) were cancelled or converted into cash or, in some cases, rolled into parent equity.
- For options: the filing indicates options were cancelled and converted into cash consideration (per Footnote F4), not a standard exercise-and-hold transaction.
- This is routine for merger transactions and reflects the agreed merger consideration rather than an independent decision to buy or sell stock in the open market.
Insider Transaction Report
Form 4Exit
Gold Jedidiah Marc
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-05-19+133,485→ 219,564 total - Other
Common Stock
[F3]2026-05-19−43,285.71→ 176,278.29 total - Disposition to Issuer
Common Stock
[F1]2026-05-19−176,278.29→ 0 total - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-05-19−133,485→ 0 total→ Common Stock (133,485 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F4]2026-05-19−709,728→ 0 totalExercise: $2.12→ Common Stock (709,728 underlying)
Footnotes (4)
- [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"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than certain shares described in the Merger Agreement) was cancelled and automatically converted into the right to receive $7.00 in cash, without interest (the "Merger Consideration").
- [F2]At the Effective Time, each outstanding restricted stock unit fully vested, was cancelled, and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such award of restricted stock unit.
- [F3]Pursuant to the Rollover Agreement, dated as of May 18, 2026, among the reporting person and Parent, the reporting person agreed to contribute 43,285.71 shares to Parent (the "Rollover") in exchange for indirect equity interests in Parent, effective immediately prior to the Effective Time, as contemplated by the Merger Agreement. For purposes of the Rollover, the reporting person's shares were valued at $7.00 per share.
- [F4]At the Effective Time, each vested and unvested outstanding stock option, fully vested, was cancelled, and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of the Common Stock subject to such stock option multiplied by (ii) the number of shares of Common Stock subject to such stock option.
Signature
/s/ Michelle Krall, as Attorney-in-Fact for Jedidiah Gold|2026-05-19