Mister Car Wash to be acquired by LGP affiliates for $7.00 per share in all-cash deal

Mister Car Wash, Inc.

Principal stockholders holding ~67% have executed written consent to adopt merger agreement.
Merger consideration of $7.00 per share cash; subject to HSR and other regulatory approvals.
Parent secured $900M senior secured term loan facility to finance the transaction.
Termination fees: Company pays $31.25M if superior proposal; Parent pays $51.75M under certain conditions.
Expected closing by June 18, 2026; shares to be delisted from Nasdaq.

item 1.01 item 2.02 item 2.03 item 5.02 item 5.07 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Mister Car Wash, Inc. entered into Agreement and Plan of Merger with MCW Parent, LP, Boson Merger Sub, Inc., Mister Car Wash Holdings, Inc. valued at $7.00 per share (effective 2026-02-17).

Action: entry
Agreement: merger
Counterparty: MCW Parent, LP, Boson Merger Sub, Inc., Mister Car Wash Holdings, Inc.
Value: $7.00 per share
Effective: 2026-02-17

Exact text from the filing

On February 17, 2026, Mister Car Wash, Inc. (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with MCW Parent, LP, a Delaware limited partnership (“ Parent ”), Boson Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”, and together with Parent, the “ Buyer Parties ”), and, solely for purposes of the Borrower Provisions (as defined in the Merger Agreement), Mister Car Wash Holdings, Inc. a Delaware corporation and wholly owned subsidiary of the Company (“ Borrower ”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”).

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Mister Car Wash, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-056047

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