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Form 8-K

sec.gov

8-K — Mister Car Wash, Inc.

Accession: 0001193125-26-191483

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001853513

SIC: 7500 (SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mcw-20260429.htm (Primary)

EX-99.1 (mcw-ex99_1.htm)

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8-K

8-K (Primary)

Filename: mcw-20260429.htm · Sequence: 1

8-K

false000185351300018535132026-04-292026-04-29

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): April 29, 2026

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 Nasdaq Stock Market LLC

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 2.02 Results of Operations and Financial Condition.

On April 29, 2026, Mister Car Wash, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by Mister Car Wash, Inc., dated April 29, 2026

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document

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:

April 29, 2026

By:

/s/ Jedidiah Gold

Jedidiah Gold

Chief Financial Officer

EX-99.1

EX-99.1

Filename: mcw-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Mister Car Wash Announces First Quarter 2026 Results

Net revenues increased 6%

Comparable-store sales increased 3.9%

Unlimited Wash Club® (“UWC”) memberships increased 11%

Opened 2 new greenfield locations

Tucson, Ariz., April 29, 2026 – Mister Car Wash, Inc. (the “Company”) (Nasdaq: MCW), 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% in the first quarter of 2025.

Ended the quarter with approximately 2.5 million UWC members, representing a year-over-year increase of 241 thousand members or 11%.

Opened 2 new greenfield locations, bringing the total net number of car wash locations operated to 549 as of March 31, 2026, an increase of 6% compared to 518 car wash locations as of March 31, 2025.

Net income increased 26.7% to $34.2 million from $27.0 and net income per diluted share increased 25.5% to $0.10 from $0.08.

Adjusted net income(1) and adjusted net income per diluted share(1) were $44.3 million and $0.13, respectively.

Adjusted EBITDA(1) increased 13% to $96.7 million from $85.6 million in the first quarter of 2025.

(1) Adjusted net income, adjusted EBITDA and adjusted net income per diluted share are non-GAAP financial measures. See Use of Non-GAAP Financial Measures and GAAP to Non-GAAP Reconciliations disclosures included below in this press release.

Location Count

Three Months Ended March 31,

2026

2025

Beginning location count

548

514

Greenfield locations opened

2

4

Closures

(1

)

Ending location count

549

518

Balance Sheet and Cash Flow Highlights:

As of March 31, 2026, cash and cash equivalents totaled $54.6 million, compared to $28.5 million as of December 31, 2025. There were no borrowings under the Company’s Revolving Commitment as of March 31, 2026 and December 31, 2025.

Net cash provided by operating activities totaled $79.7 million compared to $87.6 million for the three months ended March 31, 2026 and 2025, respectively.

Free cash flow(2) totaled $33.0 million compared to $32.5 million for the three months ended March 31, 2026 and 2025, respectively.

Free cash flow excluding growth capital expenditures(2) totaled $74.1 million compared to $77.1 million for the three months ended March 31, 2026 and 2025, respectively.

(2) Free cash flow and free cash flow excluding growth capital expenditures are non-GAAP financial measures. See Use of Non-GAAP Financial Measures and GAAP to Non-GAAP Reconciliations disclosures included below in this press release.

1

Sale-Leasebacks and Rent Expense:

In the first quarter of 2026, the Company had no sale-leaseback transactions.

With 493 car wash leases as of March 31, 2026, versus 474 car wash leases as of March 31, 2025, rent expense increased 7% to $31.8 million, compared to the first quarter of 2025.

Conference Call Details

In light of the separately announced transaction with Leonard Green & Partners, the Company will not be hosting an earnings conference call to discuss the Company’s financial results for the first quarter of fiscal 2026.

About Mister Car Wash® | Inspiring People to Shine®

Headquartered in Tucson, Arizona, Mister Car Wash, Inc. (Nasdaq: MCW) operates approximately 550 locations and has the largest car wash subscription program in North America. With a passionate team of professionals, advanced technology, and a commitment to exceptional customer experiences, Mister Car Wash is dedicated to providing a clean, shiny, and dry vehicle every time. The Mister brand is deeply rooted in delivering quality service, fostering friendliness, and demonstrating a genuine commitment to the communities it serves while prioritizing responsible environmental practices and resource management. To learn more, visit www.mistercarwash.com.

Use of Non-GAAP Financial Measures

This press release includes references to non-GAAP financial measures, including adjusted EBITDA, adjusted net income, adjusted net income per diluted share, free cash flow, and free cash flow excluding growth capital expenditures (the “Company’s Non-GAAP Financial Measures”). These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from similarly titled non-GAAP financial measures used by other companies. In addition, the Company’s Non-GAAP Financial Measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP. The reconciliations of the Company’s Non-GAAP Financial Measures to the corresponding GAAP measures should be carefully evaluated.

Adjusted EBITDA is defined as net income before interest expense, net, income tax provision, depreciation and amortization expense, (gain) loss on sale of assets, net, stock-based compensation expense and related taxes, acquisition expenses, non-cash rent expense, debt refinancing costs, and other nonrecurring charges.

Adjusted net income is defined as net income before (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, debt refinancing costs, other nonrecurring charges, income tax impact of stock award exercises and the tax impact of adjustments to net income. Adjusted net income per share is defined as basic net income per share before (gain) loss on sale of assets, net, stock-based compensation expense and related taxes, acquisition expenses, loss on extinguishment of debt, other nonrecurring charges, income tax impact of stock award exercises and the tax impact of adjustments to basic net income per share. Adjusted net income per diluted share is defined as diluted net income per share before (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, debt refinancing costs, other nonrecurring charges, income tax impact of stock award exercises and the tax impact of adjustments to basic net income per share.

Free cash flow is defined as net cash provided by operating activities less purchases of property and equipment in a period. Free cash flow excluding growth capital expenditures is defined as operating cash flows less purchases of maintenance property and equipment. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Free cash flow excluding growth capital expenditures includes purchases of maintenance property and equipment, which are uses of cash that are necessary to maintain the Company's existing business operations, including its washes and support functions. Free cash flow excluding growth capital expenditures provides a supplemental view of cash flow generation before investments in growth capital, which expand future business operations, including the opening or improvement of washes and service capabilities. Free cash flow and free cash flow excluding growth capital expenditures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as debt repayments or payments made for business acquisitions.

Management believes the Company’s Non-GAAP Financial Measures assist investors and analysts in comparing the Company’s operating performance across reporting periods on a consistent basis by excluding items that management does not believe are indicative of the Company’s ongoing operating performance. Investors are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating the Company’s Non-GAAP Financial Measures, investors should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in the Company’s presentation of the Company’s Non-GAAP Financial Measures. There can be no assurance that the Company will not modify the presentation of the Company’s Non-GAAP Financial Measures in future periods, and any such modification may be material.

Management believes that the Company’s Non-GAAP Financial Measures are helpful in highlighting trends in the Company’s core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which the Company operates, and capital investments. Management also uses

2

adjusted EBITDA in connection with establishing discretionary annual incentive compensation; to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of the Company’s business strategies; to make budgeting decisions, and because the Company’s credit agreement uses measures similar to adjusted EBITDA to measure the Company’s compliance with certain covenants.

The Company’s Non-GAAP Financial Measures have limitations as analytical tools, and investors should not consider these measures in isolation or as substitutes for analysis of the Company’s results as reported under U.S. GAAP. Some of these limitations include, for example, adjusted EBITDA does not reflect: the Company’s cash expenditure or future requirements for capital expenditures or contractual commitments; the Company’s cash requirements for the Company’s working capital needs; the interest expense and the cash requirements necessary to service interest or principal payments on the Company’s debt, cash requirements for replacement of assets that are being depreciated and amortized, and the impact of certain cash charges or cash receipts resulting from matters management does not find indicative of the Company’s ongoing operations. Free cash flow and discretionary free cash flow also have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments or payments made for business acquisitions.

Contacts

Investor Relations

IR@mistercarwash.com

Media

media@mistercarwash.com

3

Consolidated Statements of Operations and Comprehensive Income

(Amounts in thousands, except share and per share data)

(Unaudited)

Three Months Ended March 31,

2026

2025

Net revenues

$

277,913

$

261,656

Costs and expenses

Cost of labor and chemicals

76,702

74,252

Other store operating expenses

113,319

109,667

General and administrative

28,756

24,659

Loss on sale of assets, net

125

111

Total costs and expenses

218,902

208,689

Operating income

59,011

52,967

Other expense

Interest expense, net

12,283

16,023

Total other expense

12,283

16,023

Income before taxes

46,728

36,944

Income tax provision

12,546

9,944

Net income

$

34,182

$

27,000

Other comprehensive income, net of tax

Gain on interest rate swap

785

Total comprehensive income

$

34,967

$

27,000

Earnings per share

Basic

$

0.10

$

0.08

Diluted

$

0.10

$

0.08

Weighted-average common shares outstanding

Basic

328,477,910

324,200,282

Diluted

334,309,927

331,479,048

4

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities

Net income

$

34,182

$

27,000

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization expense

23,434

20,917

Stock-based compensation expense

6,838

6,843

Loss on sale of assets, net

125

111

Amortization of deferred debt issuance costs

262

285

Non-cash lease expense

14,652

13,535

Deferred income tax

10,978

7,484

Changes in assets and liabilities

Accounts receivable, net

(211

)

354

Other receivables

(2,069

)

1,965

Inventory, net

430

490

Prepaid expenses and other current assets

(315

)

2,356

Accounts payable

(2,002

)

5,677

Accrued expenses

4,069

10,480

Deferred revenue

1,821

1,266

Operating lease liability

(12,791

)

(11,604

)

Other noncurrent assets and liabilities

257

391

Net cash provided by operating activities

$

79,660

$

87,550

Cash flows from investing activities

Purchases of property and equipment

(46,686

)

(55,081

)

Proceeds from sale of property and equipment

187

120

Net cash used in investing activities

$

(46,499

)

$

(54,961

)

Cash flows from financing activities

Proceeds from issuance of common stock under employee plans

372

1,587

Payments on debt borrowings

(7,000

)

(62,307

)

Principal payments on finance lease obligations

(212

)

(193

)

Net cash used in financing activities

$

(6,840

)

$

(60,913

)

Net change in cash and cash equivalents, and restricted cash during period

26,321

(28,324

)

Cash and cash equivalents, and restricted cash at beginning of period

28,511

67,612

Cash and cash equivalents, and restricted cash at end of period

$

54,832

$

39,288

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets

Cash and cash equivalents

54,627

39,133

Restricted cash, included in prepaid expenses and other current assets

205

155

Total cash, cash equivalents, and restricted cash

$

54,832

$

39,288

Supplemental disclosure of cash flow information

Cash paid for interest

$

12,327

$

7,032

Cash paid for income taxes

$

40

$

60

Supplemental disclosure of non-cash investing and financing activities

Property and equipment in accounts payable

$

5,833

$

11,416

Property and equipment accrued in other accrued expenses

$

4,453

$

4,223

Stock option exercise proceeds in other receivables

$

$

113

5

Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

(Unaudited)

As of

March 31, 2026

December 31, 2025

Assets

Current assets

Cash and cash equivalents

$

54,627

$

28,450

Accounts receivable, net

850

639

Other receivables

17,554

15,485

Inventory, net

5,054

5,485

Prepaid expenses and other current assets

10,700

9,619

Total current assets

88,785

59,678

Property and equipment, net

930,371

914,022

Operating lease right of use assets, net

930,870

942,664

Other intangible assets, net

110,385

110,822

Goodwill

1,134,830

1,134,830

Other assets

10,801

11,122

Total assets

$

3,206,042

$

3,173,138

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

$

25,742

$

27,824

Accrued payroll and related expenses

27,116

25,074

Other accrued expenses

36,709

41,540

Current maturities of operating lease liability

54,543

53,625

Current maturities of finance lease liability

903

879

Deferred revenue

37,725

35,904

Total current liabilities

182,738

184,846

Long-term debt, net

790,043

796,893

Operating lease liability

895,298

906,371

Financing lease liability

12,109

12,344

Deferred tax liabilities, net

148,787

137,547

Other long-term liabilities

1,877

2,124

Total liabilities

2,030,852

2,040,125

Stockholders’ equity

Common stock, $0.01 par value, 1,000,000,000 shares authorized,

328,685,816 and 328,282,533 shares outstanding as of

March 31, 2026 and December 31, 2025, respectively

3,292

3,288

Additional paid-in capital

869,301

862,095

Accumulated other comprehensive income (loss)

492

(293

)

Retained earnings

302,105

267,923

Total stockholders’ equity

1,175,190

1,133,013

Total liabilities and stockholders’ equity

$

3,206,042

$

3,173,138

6

GAAP to Non-GAAP Reconciliations

(Amounts in thousands, except share and per share data)

(Unaudited)

Three Months Ended March 31,

2026

2025

Reconciliation of net income to adjusted EBITDA

Net income

$

34,182

$

27,000

Interest expense, net

12,283

16,023

Income tax provision

12,546

9,944

Depreciation and amortization expense

23,434

20,917

Loss on sale of assets, net

125

111

Stock-based compensation expense

6,932

7,116

Acquisition expenses

864

1,414

Non-cash rent expense

1,819

1,966

Other

4,478

1,158

Adjusted EBITDA

$

96,663

$

85,649

Three Months Ended March 31,

2026

2025

Reconciliation of net income to adjusted net income

Net income

$

34,182

$

27,000

Loss on sale of assets, net

125

111

Stock-based compensation expense

6,932

7,116

Acquisition expenses

864

1,414

Other

4,478

1,158

Income tax impact of stock award exercises

229

328

Tax impact of adjustments to net income

(2,548

)

(2,078

)

Adjusted net income

$

44,262

$

35,049

Diluted adjusted net income per Share

$

0.13

$

0.11

Adjusted weighted-average common shares outstanding - diluted

334,309,927

331,479,048

Three Months Ended March 31,

2026

2025

Free cash flow

Net cash provided by operating activities

$

79,660

$

87,550

Adjustments:

Purchases of property and equipment

(46,686

)

(55,081

)

Free cash flow

$

32,974

$

32,469

Three Months Ended March 31,

2026

2025

Free cash flow excluding growth capital expenditures

Net cash provided by operating activities

$

79,660

$

87,550

Adjustments:

Purchases of maintenance property and equipment

(5,542

)

(10,461

)

Free cash flow excluding growth capital expenditures

$

74,118

$

77,089

7

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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