false000185351300018535132024-05-142024-05-14

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2024

 

 

Mister Car Wash, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40542

47-1393909

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

222 E. 5th Street

 

Tucson, Arizona

 

85705

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (520) 615-4000

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.01 per share

 

MCW

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 8.01 Other Events.

During the fiscal quarter ended March 31, 2024, none of the directors or officers of Mister Car Wash, Inc. (the “Company”) informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described below:

On March 15, 2024, Jed Gold, Chief Financial Officer, adopted a new Rule 10b5-1 trading arrangement in addition to his existing previously announced Rule 10b5-1 trading arrangement, which will expire on August 23, 2024. Mr. Gold entered into his new trading arrangement during an open window period under the Company’s Insider Trading Compliance Policy. The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the potential sale of up to 1,690,364 shares of the Company’s common stock until August 15, 2025.

On March 12, 2024, Mayra Chimienti, Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement which provides for the potential sale of up to 99,031 shares of the Company’s common stock until June 20, 2025. The JMC Familia Trust (the “Trust”), for which Ms. Chimienti is deemed to have beneficial ownership of the shares of the Company’s common stock owned by the Trust, entered into a Rule 10b5-1 trading arrangement on March 15, 2023, which will expire on June 21, 2024. Ms. Chimienti’s Rule 10b5-1 trading arrangement provides for the potential sale of up to 130,368 shares of the Company’s common stock until June 20, 2025. These Rule 10b5-1 trading arrangements were entered into during an open window period under the Company’s Insider Trading Compliance Policy and are intended to satisfy the affirmative defense of Rule 10b5-1(c).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Mister Car Wash, Inc.

 

 

 

 

Date:

May 15, 2024

By:

/s/ Markus Hartmann

 

 

 

Markus Hartmann
General Counsel

 

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Document And Entity Information
May 14, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 14, 2024
Entity Registrant Name Mister Car Wash, Inc.
Entity Central Index Key 0001853513
Entity Emerging Growth Company false
Entity File Number 001-40542
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 47-1393909
Entity Address, Address Line One 222 E. 5th Street
Entity Address, City or Town Tucson
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85705
City Area Code (520)
Local Phone Number 615-4000
Entity Information, Former Legal or Registered Name N/A
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol MCW
Security Exchange Name NYSE
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