🧾 What This Document Is

This is a DEFM14C filing — an "Information Statement" required by the SEC. It's not asking for your vote. Instead, it's notifying stockholders that a deal has already been approved by majority owners. Mister Car Wash (MCW) is being taken private by Leonard Green & Partners (LGP) in a $7.00 per share all-cash merger. The document explains the deal terms, why the board approved it, and your rights as a stockholder.

🏢 What Mister Car Wash Does

👉 In simple terms: Mister Car Wash is the largest U.S. car wash chain, operating 548 locations across 21 states. They focus on express exterior washes and have a huge subscription business — about 2.3 million members in their Unlimited Wash Club. Think of it like the "Netflix for car washes." Their stock trades on Nasdaq under ticker MCW.

💰 The Deal Terms: $7.00 Per Share

💰 Price: $7.00 per share in cash, without interest.
📅 Deal Signed: February 17, 2026.
🤝 Buyer: Entities controlled by Leonard Green & Partners (LGP), a major private equity firm that already owned ~67% of the company.
✅ Approval Already Done: LGP’s funds (the "Principal Stockholders") provided a written consent immediately after signing, approving the merger. No further stockholder vote is needed.
📈 Premium: The $7.00 price is a ~46% premium over the closing price ($4.79) on October 17, 2025, before news of a strategic review leaked.

🚀 Why the Board Recommended This Deal

A Special Committee of independent directors (not affiliated with LGP) was formed to evaluate the deal. They:

• Hired Centerview Partners and BofA Securities as financial advisors.
• Received fairness opinions stating the $7.00 price was fair from a financial point of view.
• Concluded the merger is "fair to and in the best interests" of unaffiliated stockholders.
  👉 Key Reason: The price represents a significant premium, and the company avoids the risk of future underperformance.

🔮 What Happens Next

🚫 Stock Delisting: After the merger closes, MCW stock will be delisted from Nasdaq and deregistered from the SEC. Your shares will be converted to cash.
💵 Payment: You’ll receive $7.00 per share in cash. If you hold shares through a broker, the payment will come through them.
⏳ Timing: The merger is expected to close in Q2 2026, pending regulatory approvals (like antitrust clearance).

⚖️ Your Rights as a Stockholder

⛔ No Vote Needed: The deal is already approved. This notice is for information only.
⚖️ Appraisal Rights: If you dissented and properly demanded appraisal under Delaware law, you might be entitled to a court-determined "fair value" instead of $7.00. However, because MCW is publicly traded, courts will dismiss appraisal cases unless a large number of shares or >$1M in value is involved.
👉 Deadline to Demand Appraisal: May 17, 2026.

📞 Questions? Who to Contact

📧 Investor Relations: [email protected]
📞 Phone: (520) 615-4000
🌐 Free SEC Filings: Available at www.sec.gov or the company's investor relations website.

🧠 The Analogy

Think of it like this: Mister Car Wash is a popular restaurant chain majority-owned by a big investor (LGP). That investor wants to buy out the other shareholders and take the chain private. They offer a generous buyout price ($7.00 per share), and because they already control the company, they can approve the deal without asking the minority shareholders for a vote. This document is basically telling you, “The deal is done — here’s your payout and how to collect.”

🧩 Final Takeaway

Mister Car Wash is being taken private by its majority owner, LGP, for $7.00 per share in cash — a significant premium. The deal is already approved, your shares will be converted to cash, and the stock will soon be delisted. If you disagree, you have appraisal rights, but the bar is high for public companies.