Galashan John Kristofer 4/A
4/A · 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 several private equity vehicles, disposed of 219,213,079 shares of Mister Car Wash, Inc. common stock on 2026-05-19 at an implied value of $7.00 per share, totaling $1,534,491,553. This disposition was not an open-market sale but occurred in connection with a merger and contribution transaction: the shares were contributed to MCW Parent, LP and then cancelled at the effective time of the merger under the Merger Agreement (see footnotes).
Key Details
- Transaction date: 2026-05-19; Price used in reporting: $7.00 per share; Total value: $1,534,491,553.
- Transaction code: "J" — reported as "Other acquisition or disposition" and tied to the Merger Agreement and Contribution Agreement (footnotes F1–F3).
- Shares reported: 219,213,079 shares were cancelled as part of the transaction (breakdown: 134,812,845 from GEI VI; 80,348,253 from GEI Side VI; 315,683 from Associates VI-A; 3,736,298 from Associates VI-B).
- Shares owned after transaction: Common stock was cancelled at the merger effective time; the reporting person may now hold equity interests in the acquiring parent rather than MCW common shares (per footnotes F2–F4).
- Insider status: Galashan may be deemed an indirect 10% owner of the cancelled shares (F5) but disclaims beneficial ownership except to the extent of any pecuniary interest (F6).
- Filing status: This is an amended Form 4; the amendment indicates the reporting person is no longer subject to Section 16 (per Remarks). The amendment appears informational rather than corrective to the transaction date.
Context This was a corporate-transaction disposition tied to a merger and contribution agreement, not a routine executive sale or open-market trade. For retail investors, note that such filings often reflect structural changes from M&A (shares cancelled or converted) rather than a decision to sell for personal liquidity. The report is factual and does not indicate individual trading motivation.
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.