--- 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" generated_at: "2026-05-19T14:09:39.365720+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Mister Car Wash completes $3.1B take-private by Leonard Green & Partners at $7.00/share ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 7.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-229866 - JSON: https://secwatch.observer/filing/0001193125-26-229866.json - Plain text: https://secwatch.observer/filing/0001193125-26-229866.txt ## Key facts - Debt Financings Mister Car Wash, Inc. incurred term loan of $900 million with Jefferies Finance LLC. - Instrument: term loan - Principal: $900 million - Counterparty: Jefferies Finance LLC - Event: incurrence source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change John Lai resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change Ronald Kirk resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change Joshua Farran was appointed as Director at Mister Car Wash, Inc.. - Action: appointed - Role: Director source text: Joshua Farran was appointed to the Board, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change Jeffrey Suer resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change John Danhakl resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change Dovin Lively resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change Atif Rafiq resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change Veronica Rogers resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change J. Kristofer Galashan resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Executive change Jodi Taylor resigned as Director at Mister Car Wash, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Governance Changes Mister Car Wash, Inc.: Certificate of incorporation amended and restated in its entirety. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Governance Changes Mister Car Wash, Inc.: Bylaws amended and restated in their entirety. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - M&A Transactions 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). - Action: change of control - Counterparty: Leonard Green & Partners, L.P. - Consideration: $7.00 per share in cash - Closing: 2026-05-19 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Material Agreements 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). - Action: termination - Counterparty: 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm - Material Agreements 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). - Action: amendment - Agreement: credit facility - Counterparty: Bank of America, N.A., Jefferies Finance LLC, the lenders from time to time party thereto and the other parties party thereto - Value: $900 million - Effective: 2026-05-19 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.