{"url_path":"/sec/mcw/8-k/2026-05-19/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1853513/0001193125-26-229866-index.html","accession_number":"0001193125-26-229866","cik":"0001853513","ticker":"MCW","issuer_name":"Mister Car Wash, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853513/0001193125-26-229866-index.html","primary_entity_key":"0001853513","primary_entity_name":"Mister Car Wash, Inc."},"word_count":948,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\nAt the effective time of the Merger (the “Effective Time”), (i) each share of Company Common Stock that was outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock described in clauses (ii) or (iii) of this sentence) was cancelled and extinguished and automatically converted into the right to receive cash in an amount per share equal to $7.00, without interest thereon (the “Per Share Price”), (ii) each share of Company Common Stock that was (a) held by the Company as treasury stock or (b) owned by the Buyer Parties or any of their direct or indirect subsidiaries as of immediately prior to the Effective Time, including the shares of Company Common Stock held by the Principal Stockholders and the shares contributed to Parent by Company\n\n \n\nexecutives who executed a Management Rollover Agreement (as defined below) (“Owned Company Shares”), was automatically cancelled and extinguished without any conversion thereof or consideration paid therefor, and (iii) each share of Company Common Stock that was issued and outstanding as of immediately prior to the Effective Time and held of record by any stockholder of the Company (or beneficially owned by a “beneficial owner” of shares of Company Common Stock held either in a voting trust or by a nominee on behalf of the beneficial owner) who did not vote in favor of the Merger nor consented thereto in writing and who was entitled to demand and has properly and validly exercised his, her or its statutory rights of appraisal in respect of such share in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”, and such shares, “Dissenting Company Shares”) was not converted into, and does not represent the right to receive, the Per Share Price, and is instead entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. All Dissenting Company Shares held or beneficially owned by stockholders or beneficial owners who fail to perfect or who effectively withdraw, waive or lose their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to be converted into, and to become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon.\n\nManagement Rollover Agreements\n\nOn May 18, 2026, certain executives of the Company (each, a “Management Rollover Participant”) entered into rollover agreements (each, a “Management Rollover Agreement”) pursuant to which, among other things, certain Management Rollover Participants exchanged shares of Company Common Stock (valuing each share at the Per Share Price of $7) for equity interests of Parent immediately prior to the closing of the Merger, which proportionally reduced the cash consideration received by such Management Rollover Participant. The exchanged shares of Company Common Stock became Owned Company Shares and were cancelled at the Effective Time. Pursuant to the Management Rollover Agreements, certain Management Rollover Participants also acquired equity interests of Parent using a portion of the after-tax proceeds of the Equity Award Consideration received by such Management Rollover Participant in the Merger. The equity interests of Parent acquired pursuant to the Management Rollover Agreements were exchanged immediately for equity interests in a holding company.\n\nTreatment of Company Equity Plans\n\nIn accordance with the terms of the Merger Agreement, effective as of the Effective Time, each of the following equity compensation plans of the Company was terminated: (i) the 2014 Stock Option Plan of Hotshine Holdings, Inc., (ii) the Mister Car Wash, Inc. Employee Stock Purchase Plan, and (iii) the Mister Car Wash, Inc. 2021 Incentive Award Plan (collectively, the “Company Equity Plans”).\n\nTreatment of Restricted Stock Units and Options\n\nAt the Effective Time, each restricted stock unit award with respect to shares of Company Common Stock (each, a “Company RSU”) outstanding immediately prior to the Effective Time was fully vested, cancelled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Per Share Price multiplied by (ii) the number of shares of Company Common Stock subject to such award of Company RSUs.\n\nAt the Effective Time, each outstanding option to purchase shares of Company Common Stock granted under a Company Equity Plan (a “Company Option”), whether vested or unvested, that was outstanding immediately prior to the Effective Time was fully vested, cancelled, and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the excess, if any, of the Per Share Price over the applicable exercise price per share of Company Common Stock subject to such Company Option multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option. Any Company Option with an exercise price equal to or greater than the Per Share Price was cancelled for no consideration.\n\nThe Information Statement, which is incorporated by reference herein, contains additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company in the Merger.\n\n \n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein."}