Leonard Green & Partners, L.P. 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% Holder Green Equity Sells Shares
What Happened
Green Equity Investors VI, L.P. (a reported 10% holder) disposed of multiple blocks of Mister Car Wash, Inc. (MCW) common stock on 2026-05-19 at $7.00 per share. The reported disposals were: 134,812,845 shares ($943,689,915), 80,348,253 shares ($562,437,771), 315,683 shares ($2,209,781), and 3,736,298 shares ($26,154,086), for total proceeds of approximately $1.534 billion. These transactions are reported as "other acquisition or disposition (J)" and occurred in connection with a Merger and related Contribution Agreement.
Key Details
- Transaction date and price: 2026-05-19 at $7.00 per share.
- Shares disposed (by line): 134,812,845; 80,348,253; 315,683; 3,736,298. Total ≈ 249,213,079 shares; total value ≈ $1,534,491,553.
- Reason/footnotes: Transactions were in connection with the Agreement and Plan of Merger (Feb 17, 2026) and a Contribution Agreement — certain shares were contributed to Parent and cancelled or converted per the Merger terms (see F1–F4, F10–F13).
- Ownership after transaction: Filing indicates shares were canceled/converted as part of the transaction; the amendment checks the box that the reporting persons are no longer subject to Section 16.
- Filing status: This is an amended Form 4 filed to reflect the change in Section 16 status; document does not indicate a late trade filing flag.
Context
- These were institutional-level disposals tied to a corporate merger/recapitalization, not routine open-market sales by an individual executive. Several affiliated entities and LGP-related partners are referenced in the footnotes; Messrs. Danhakl, Seiffer, Galashan and Suer are board members/partners affiliated with the reporting group and may be deemed to represent the group's interests.
- For retail investors: merger-related cancellations and contributions typically reflect deal consideration rather than trading sentiment by an individual insider.
Insider Transaction Report
Form 4/AAmendedExit
Green Equity Investors VI, L.P.
Director10% Owner
Transactions
- Other
Common Stock
[F1][F2][F3][F4][F5][F6][F7]2026-05-19$7.00/sh−134,812,845$943,689,915→ 0 total - Other
Common Stock
[F1][F2][F8][F5][F6][F7][F9]2026-05-19$7.00/sh−80,348,253$562,437,771→ 0 total - Other
Common Stock
[F1][F2][F10][F5][F6][F7][F11]2026-05-19$7.00/sh−315,683$2,209,781→ 0 total - Other
Common Stock
[F1][F2][F12][F5][F6][F7][F13]2026-05-19$7.00/sh−3,736,298$26,154,086→ 0 total
Footnotes (13)
- [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").
- [F10]Represents shares of Common Stock previously owned by Associates VI-A that were cancelled as part of the Transaction.
- [F11]Represents shares of Common Stock owned by Associates VI-A.
- [F12]Represents shares of Common Stock previously owned by Associates VI-B that were cancelled as part of the Transaction.
- [F13]Represents shares of Common Stock owned by Associates VI-B.
- [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 that were cancelled as part of the Transaction.
- [F4]Represents shares owned by GEI VI.
- [F5]GEI Capital VI, LLC ("Capital") is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC ("Holdings") is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI VI and GEI Side VI, and an affiliate of Capital and Holdings. Peridot Coinvest Manager LLC ("Peridot") is the manager of Associates VI-A and Associates VI-B, and an affiliate of Capital and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
- [F6]Each of GEI VI, GEI Side VI, Associates VI-A, Associates VI-B, Peridot, LGP, LGPM, Capital, and Holdings, 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.
- [F7]Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 of the Exchange Act or for any other purpose.
- [F8]Represents shares of Common Stock previously owned by GEI Side VI that were cancelled as part of the Transaction.
- [F9]Represents shares of Common Stock owned by GEI Side VI.
Signature
/s/ Andrew C. Goldberg, attorney-in-fact|2026-05-19