{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-229866","form_type":"8-K","ticker":"MCW","cik":"0001853513","company_name":"Mister Car Wash, Inc.","filed_at":"2026-05-19T14:08:25+00:00","discovered_at":"2026-05-19T14:09:00.199920+00:00","generated_at":"2026-05-19T14:09:39.365720+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.03","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Mister Car Wash completes $3.1B take-private by Leonard Green & Partners at $7.00/share","bullets":["Enterprise value $3.1B; shareholders (excluding rolled-over/dissenting) receive $7.00 per share cash.","Common stock delisted from Nasdaq effective May 19, 2026; company to deregister with SEC on Form 15.","Board of directors resigned except Jonathan Seiffer; Joshua Farran appointed effective at close.","Management rollover agreements allowed certain executives to exchange shares for equity in Parent.","Borrower entered $900M senior secured term loan facility to fund merger consideration and expenses."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-229866","json":"https://secwatch.observer/filing/0001193125-26-229866.json","markdown":"https://secwatch.observer/filing/0001193125-26-229866.md","text":"https://secwatch.observer/filing/0001193125-26-229866.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/d128344d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-19T14:09:39.365720+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c9ff96f03e786bd38d17882e2b0d609f121faab4","claim":"Mister Car Wash, Inc. incurred term loan of $900 million with Jefferies Finance LLC.","evidence_excerpt":"pursuant to which certain financial institutions provided Borrower with, among other things, a $900 million senior secured first lien incremental term loan facility to fund the aggregate consideration owed to the Company’s stockholders in connection with the Merger and pay transaction fees and expenses.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$900 million"},{"label":"Counterparty","value":"Jefferies Finance LLC"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"253691b687","claim":"John Lai resigned as Director at Mister Car Wash, Inc..","evidence_excerpt":"each of John Danhakl, J. Kristofer Galashan, Ronald Kirk, John Lai, Dovin Lively, Atif Rafiq, Veronica Rogers, Jeffrey Suer and Jodi Taylor resigned from the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3cdac5f185","claim":"Ronald Kirk resigned as Director at Mister Car Wash, Inc..","evidence_excerpt":"each of John Danhakl, J. Kristofer Galashan, Ronald Kirk, John Lai, Dovin Lively, Atif Rafiq, Veronica Rogers, Jeffrey Suer and Jodi Taylor resigned from the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7c5958561c","claim":"Joshua Farran was appointed as Director at Mister Car Wash, Inc..","evidence_excerpt":"Joshua Farran was appointed to the Board, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"99b52376bc","claim":"Jeffrey Suer resigned as Director at Mister Car Wash, Inc..","evidence_excerpt":"each of John Danhakl, J. Kristofer Galashan, Ronald Kirk, John Lai, Dovin Lively, Atif Rafiq, Veronica Rogers, Jeffrey Suer and Jodi Taylor resigned from the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"99ebc076ca","claim":"John Danhakl resigned as Director at Mister Car Wash, Inc..","evidence_excerpt":"each of John Danhakl, J. Kristofer Galashan, Ronald Kirk, John Lai, Dovin Lively, Atif Rafiq, Veronica Rogers, Jeffrey Suer and Jodi Taylor resigned from the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b4971b4163","claim":"Dovin Lively resigned as Director at Mister Car Wash, Inc..","evidence_excerpt":"each of John Danhakl, J. Kristofer Galashan, Ronald Kirk, John Lai, Dovin Lively, Atif Rafiq, Veronica Rogers, Jeffrey Suer and Jodi Taylor resigned from the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c5e66b40ee","claim":"Atif Rafiq resigned as Director at Mister Car Wash, Inc..","evidence_excerpt":"each of John Danhakl, J. 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Kristofer Galashan, Ronald Kirk, John Lai, Dovin Lively, Atif Rafiq, Veronica Rogers, Jeffrey Suer and Jodi Taylor resigned from the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ed395ffb8a","claim":"Jodi Taylor resigned as Director at Mister Car Wash, Inc..","evidence_excerpt":"each of John Danhakl, J. Kristofer Galashan, Ronald Kirk, John Lai, Dovin Lively, Atif Rafiq, Veronica Rogers, Jeffrey Suer and Jodi Taylor resigned from the Company’s board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a000a0757d7eb3d778f1d591065e4ba065a43723","claim":"Mister Car Wash, Inc.: Certificate of incorporation amended and restated in its entirety.","evidence_excerpt":"In accordance with the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.03.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"d4847150e798d7c62004f9d6ad11aced5bc5efda","claim":"Mister Car Wash, Inc.: Bylaws amended and restated in their entirety.","evidence_excerpt":"In accordance with the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report on Form 8-K, which is incorporated by reference into this Item 5.03.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"a39dd1e6c4fc07d699822dc0e635e840e610b416","claim":"Mister Car Wash, Inc. underwent a change of control involving Leonard Green & Partners, L.P. for $7.00 per share in cash (closed 2026-05-19).","evidence_excerpt":"Report on Form 8-K is incorporated by reference into this Item 1.01. In connection with the consummation of the Merger, on May 19, 2026, Borrower entered into Amendment No. 7 (the “ Amendment ”) to its existing Amended and Restated First Lien Credit Agreement, dated as of May 14, 2019, by and among Borrower, Hotshine IntermediateCo, Inc., the other","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.99,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Leonard Green & Partners, L.P."},{"label":"Consideration","value":"$7.00 per share in cash"},{"label":"Closing","value":"2026-05-19"}],"fact_type":"ma_transaction"},{"claim_id":"8fcd8e366d12ef04e8968d7bc24279b9b3011b4f","claim":"Mister Car Wash, Inc. terminated Amended and Restated Stockholders Agreement with Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC (effective 2026-05-19).","evidence_excerpt":"In connection with the consummation of the Merger, Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC (collectively, the “ Principal Stockholders ”), all of which are affiliates and/or affiliated funds of LGP, terminated that certain Amended and Restated Stockholders Agreement, dated June 29, 2021, by and among the Company and certain of its stockholders.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Counterparty","value":"Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC"},{"label":"Effective","value":"2026-05-19"}],"fact_type":"material_agreement"},{"claim_id":"eaa76a5b71095354d0c65af1f30b6ad14802d9e7","claim":"Mister Car Wash, Inc. amended Amendment with Bank of America, N.A., Jefferies Finance LLC, the lenders from time to time party thereto and the other parties party thereto valued at $900 million (effective 2026-05-19).","evidence_excerpt":"Borrower entered into Amendment No. 7 (the “ Amendment ”) to its existing Amended and Restated First Lien Credit Agreement, dated as of May 14, 2019, by and among Borrower, Hotshine IntermediateCo, Inc., the other guarantors party thereto, Bank of America, N.A., as the resigning administrative agent and collateral agent, Jefferies Finance LLC, as the successor administrative agent and collateral agent, the lenders from time to time party thereto and the other parties party thereto (as amended prior to the effectiveness of the Amendment, the “ Company Credit Agreement ”), pursuant to which certain financial institutions provided Borrower with, among other things, a $900 million senior secured first lien incremental term loan facility to fund the aggregate consideration owed to the Company’s stockholders in connection with the Merger and pay transaction fees and expenses.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Bank of America, N.A., Jefferies Finance LLC, the lenders from time to time party thereto and the other parties party thereto"},{"label":"Value","value":"$900 million"},{"label":"Effective","value":"2026-05-19"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}