Mister Car Wash, Inc. — fact timeline

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).

“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.”

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).

“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.”

Mister Car Wash, Inc. incurred term loan of $900 million with Jefferies Finance LLC.

“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.”

Mister Car Wash, Inc.: Bylaws amended and restated in their entirety.

“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.”

Mister Car Wash, Inc.: Certificate of incorporation amended and restated in its entirety.

“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.”

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).

“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”

Joshua Farran was appointed as Director at Mister Car Wash, Inc..

“Joshua Farran was appointed to the Board, effective as of the Effective Time.”

Jodi Taylor resigned as Director at Mister Car Wash, Inc..

“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”

Jeffrey Suer resigned as Director at Mister Car Wash, Inc..

“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”

Veronica Rogers resigned as Director at Mister Car Wash, Inc..

“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”

Atif Rafiq resigned as Director at Mister Car Wash, Inc..

“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”

Dovin Lively resigned as Director at Mister Car Wash, Inc..

“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”

John Lai resigned as Director at Mister Car Wash, Inc..

“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”

Ronald Kirk resigned as Director at Mister Car Wash, Inc..

“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”

J. Kristofer Galashan resigned as Director at Mister Car Wash, Inc..

“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”

John Danhakl resigned as Director at Mister Car Wash, Inc..

“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”

Mister Car Wash, Inc. reported the quarter ended March 31, 2026 results: revenue $277.9 million, net income $34.2 million, EPS $0.10 per diluted share.

“the nation’s leading car wash brand, today announced its financial results for the quarter ended March 31, 2026. First Quarter 2026 Highlights: • Net revenues increased 6% to $277.9 million, up from $261.7 million in the first quarter of 2025. • Comparable-store sales increased 3.9% during the quarter. • UWC sales represented 76% of total wash sales compared to 73%”

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).

“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 ”).”

Markus Hartmann departed as General Counsel at Mister Car Wash, Inc..

“As previously disclosed, on January 6, 2025 (the “Transition Date”), Mister Car Wash, Inc. (the “Company”) initiated an employment transition for Markus Hartmann, pursuant to which he ceased to serve as General Counsel of the Company.”

Markus Hartmann departed as General Counsel at Mister Car Wash, Inc..

“On January 6, 2025, Mister Car Wash, Inc. (the “Company”) initiated an employment transition for Markus Hartmann, pursuant to which he will cease to serve as General Counsel of the Company.”

Mister Car Wash, Inc. reported quarter ended March 31, 2024 results: revenue $239.2 million, net income $16.6 million, EPS $0.05.

“expense structure to deliver strong cash flow and more than $75 million of adjusted EBITDA for the first quarter.” First Quarter 2024 Highlights: • Net revenues increased 6% to $239.2 million, up from $226.0 million in the first quarter of 2023. • Comparable-store sales increased 0.9% during the quarter. • UWC sales represented 74% of total wash sales compared to 69%”

Mister Car Wash, Inc. amended credit facility of $925.0 million in first lien term commitments, consisting of: a. $901.2 million to refinance outstanding term loans b. $ with Bank of America, N.A. at Term SOFR or Base Rate, at the Borrower's option, plus an applicable margin (3.0 maturing March 27, 2031.

“by Amendment No. 5, the “Credit Agreement”). Defined terms used herein and not defined have the meaning set forth in the Credit Agreement. The Credit Agreement provides for: 1. $925.0 million in first lien term commitments, consisting of: a. $901.2 million to refinance outstanding term loans b. $23.8 million in additional incremental term commitments (collectively,”

Mister Car Wash, Inc. amended Amendment No. 5 with Hotshine Intermediateco, Inc., other guarantors, lenders, and Bank of America, N.A. as administrative and collateral agent valued at $925.0 million (effective 2024-03-27).

“On March 27, 2024, Mister Car Wash Holdings, Inc. (the "Borrower") entered into Amendment No. 5 to its Amended and Restated First Lien Credit Agreement with Hotshine Intermediateco, Inc. ("Holdings"), other guarantors, lenders, and Bank of America, N.A. ("BofA") as the successor administrative agent and collateral agent.”

Mister Car Wash, Inc. reported the fiscal year ended December 31, 2023 results: revenue $927.1 million, net income $80.1 million, EPS $0.24.

“respectively. • Adjusted EBITDA (1) increased 5.0% to $69.5 million from $66.2 million in the fourth quarter of 2022. Full Year Highlights: • Net revenues increased 5.8% to $927.1 million, up from $876.5 million in the prior year. • Comparable-store sales increased 0.3%. • The Company added approximately 194 thousand UWC members and UWC membership increased 10.3%”

Mister Car Wash, Inc. reported the quarter ended December 31, 2023 results: revenue $230.1 million, net income $12.4 million, EPS $0.04.

“on managing our business to deliver quality, profitable growth that will create lasting shareholder value.” Fourth Quarter 2023 Highlights: • Net revenues increased 7.4% to $230.1 million, up from $214.3 million in the fourth quarter of 2022. • Comparable-store sales increased 0.7%. • Unlimited Wash Club® (“UWC”) sales represented 73.8% of total wash sales”

Mister Car Wash, Inc. reported Fiscal Year 2023 results: revenue $927.1 million, net income $80.1 million, EPS $0.24.

“Full Year Highlights: • Net revenues increased 5.8% to $927.1 million, up from $876.5 million in the prior year. • Comparable-store sales increased 0.3%. • The Company added approximately 194 thousand UWC members and UWC membership increased 10.3% on a year-over-year basis. • The Company opened a record 35 new greenfield locations during 2023. • Net income and net income per diluted share were $80.1 million and $0.24, respectively.”

Mister Car Wash, Inc. reported Fourth Quarter 2023 results: revenue $230.1 million, net income $12.4 million, EPS $0.04.

“Fourth Quarter 2023 Highlights: • Net revenues increased 7.4% to $230.1 million, up from $214.3 million in the fourth quarter of 2022. • Comparable-store sales increased 0.7%. • Unlimited Wash Club® (“UWC”) sales represented 73.8% of total wash sales compared to 70.9% in the fourth quarter of 2022. The Company added six thousand net new UWC members in the fourth quarter and had approximately 2.1 million members as of December 31, 2023. • The Company opened 14 new greenfield locations in the fourth quarter of 2023, a quarterly record, bringing the total number of car wash locations operated to 476 as of December 31, 2023, compared to 436 car wash locations as of December 31, 2022, an increase of 9.2%. • Net income and net income per diluted share were $12.4 million and $0.04, respectively.”

Atif Rafiq was appointed as director at Mister Car Wash, Inc..

“On February 8, 2024, the Board of Directors ("the Board") of Mister Car Wash, Inc. (the "Company") appointed Atif Rafiq to serve as a director of the Board and as a member of the Board's Nominating and Corporate Governance Committee.”

Mister Car Wash, Inc. reported nine months ended September 30, 2023 results: revenue $696.9 million, net income $67.8 million, EPS $0.21.

“Net revenues increased 5.3% to $696.9 million from $662.2 million in the comparable period last year.”

Mister Car Wash, Inc. reported the quarter ended September 30, 2023 results: revenue $234.1 million, net income $19.5 million, EPS $0.06.

“for the future, and are on track to hit our full-year store opening target of approximately 35 new greenfields.” Third Quarter 2023 Highlights: • Net revenues increased 7.6% to $234.1 million from $217.6 million in the third quarter of 2022. • Comparable stores sales increased 1.7%, compared to a 2.9% increase in the third quarter of 2022. • UWC sales represented”

Mister Car Wash, Inc. reported quarter ended June 30, 2023 results: revenue $236.9 million, net income $27.1 million, EPS $0.08. Guidance reaffirmed.

“that in the end, we have a culture that values people, and our biggest competitive advantage is our team.” Second Quarter 2023 Highlights: • Net revenues increased 5.2% to $236.9 million from $225.2 million in the second quarter of 2022. • Comparable stores sales increased 0.3%, compared to a 2.4% increase in the second quarter of 2022. • The Company added 59”

Mister Car Wash, Inc. shareholders approved Non-binding advisory vote on the frequency of future non-binding advisory stockholder votes on the compensation of the Company's named executive officers at the 2023-05-25 meeting.

“Item 4 – To hold a non-binding advisory vote on the frequency of future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Votes ABSTAINED Broker Non-Votes 288,015,881 5,920 136,674 4,876 8,216,125”

Mister Car Wash, Inc. shareholders approved Amendment to the Company's Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation at the 2023-05-25 meeting.

“Item 3 – Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 255,721,617 32,405,887 35,847 8,216,125”

Mister Car Wash, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-05-25 meeting.

“Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 293,728,740 2,647,246 3,490 -0-”

Mister Car Wash, Inc. shareholders approved Election of four Class II directors to serve until the Company's annual meeting of stockholders to be held in 2026 at the 2023-05-25 meeting.

“Item 1 – Election of four Class II directors to serve until the Company’s annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified.”

Mister Car Wash, Inc.: Amended certificate of incorporation to reflect Delaware law provisions regarding officer exculpation (effective 2023-05-25).

“At the Meeting, upon recommendation of the Board, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation ("the "Certificate of Amendment"). The Certificate of Amendment became effective upon filing with the Secretary of State of Delaware on May 25, 2023.”

Mister Car Wash, Inc. shareholders approved Item 4 – To hold a non-binding advisory vote on the frequency of future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Votes ABSTAINED Broker Non-Votes 288,015,881 5,920 136,674 4,876 8,216,125 at the 2023-05-25 meeting.

“Item 4 – To hold a non-binding advisory vote on the frequency of future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Votes ABSTAINED Broker Non-Votes 288,015,881 5,920 136,674 4,876 8,216,125”

Mister Car Wash, Inc. shareholders approved Item 3 – Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 255,721,740 32,405,887 35,847 8,216,125 at the 2023-05-25 meeting.

“Item 3 – Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding officer exculpation. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 255,721,740 32,405,887 35,847 8,216,125”

Mister Car Wash, Inc. shareholders approved Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 293,728,740 2,647,246 3,490 -0- at the 2023-05-25 meeting.

“Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 293,728,740 2,647,246 3,490 -0-”

Mister Car Wash, Inc. shareholders approved Item 1 – Election of three Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2025 and until their respective successors have been duly elected and qualified. Votes FOR Votes WITHHELD Broker Non-Votes J. Kristofer Galashan 249,786,653 38,376,698 8,216,125 Jef at the 2023-05-25 meeting.

“Item 1 – Election of three Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2025 and until their respective successors have been duly elected and qualified. Votes FOR Votes WITHHELD Broker Non-Votes J. Kristofer Galashan 249,786,653 38,376,698 8,216,125 Jeffrey Suer 266,181,364 21,981,987 8,216,125 Ronald Kirk 265,381,061 122,782,290 8,216,125 Veronica Rogers 285,107,397 3,055,954 8,216,125”

Susan Docherty resigned as Director at Mister Car Wash, Inc..

“On January 11, 2023, based on the recommendation of the Nominating and Corporate Governance Committee, the Board decided to accept Ms. Docherty’s resignation, effective immediately.”

Mister Car Wash, Inc. reported the quarter ended September 30, 2022 results: revenue $217.6 million, net income $24.0 million, EPS $0.07.

“while being mindful of the realities of the current macroeconomic environment.” Highlights for the Third Quarter Ended September 30, 2022 • Net revenues increased 12.0% to $217.6 million from $194.3 million in the third quarter of 2021. • Comparable stores sales increased 2.9% compared to a 21.3% increase in the third quarter of 2021. • The Company added more”

Lisa Funk retired as General Counsel and Corporate Secretary at Mister Car Wash, Inc..

“On June 21, 2022, Lisa Funk, General Counsel and Corporate Secretary of Mister Car Wash, Inc. (the “Company”), provided notice of her retirement from the Company, effective December 31, 2022 (the “Retirement Date”).”

Mayra Chimienti was appointed as Chief Operating Officer at Mister Car Wash, Inc..

“On March 14, 2022, the board of directors of Mister Car Wash, Inc. (the “Company”), appointed Mayra Chimienti, Vice President, Operations Services, as and with the title of Chief Operating Officer of the Company, effective March 14, 2022.”

Ronald Kirk was appointed as Class II Director at Mister Car Wash, Inc..

“appointed (i) each of Veronica Rogers and Ronald Kirk to serve as a Class II director on the Company’s Board”

Veronica Rogers was appointed as Class II Director at Mister Car Wash, Inc..

“appointed (i) each of Veronica Rogers and Ronald Kirk to serve as a Class II director on the Company’s Board”