10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40542

Mister Car Wash, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	47-1393909
(State or other jurisdiction of incorporation or organization)	(I.R.S. 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

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

Title of each class	Trading<br><br>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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 23, 2026, the registrant had 328,894,540 shares of common stock, $0.01 par value per share, outstanding.

MISTER CAR WASH, INC.

TABLE OF CONTENTS

Forward-Looking Statements		2
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):	3
	Consolidated Statements of Operations and Comprehensive Income	3
	Consolidated Statements of Cash Flows	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Stockholders' Equity	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Signatures		29

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of present and historical facts contained in this Quarterly Report on Form 10-Q, including without limitation, statements regarding our future results of operations and financial position, business strategy and approach are forward-looking. You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would” or the negative thereof or comparable terminology.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report on Form 10-Q due to various factors. These risks and uncertainties include, among other things, (i) the completion of the proposed Merger (as defined below) on the anticipated terms and timing, or at all, including the parties’ ability to obtain regulatory approvals and satisfy the other conditions to the completion of the Merger, (ii) the effect of the announcement or pendency of the Merger on the Company’s business, operating results, ability to retain and hire key personnel, and relationships with customers, suppliers, competitors and others, (iii) the effect of the restrictions imposed by the Merger Agreement (as defined below) during the pendency of the Merger, which may (x) disrupt the Company’s current plans and business operations, (y) impact the Company’s ability to pursue certain business opportunities or strategic transactions or (z) divert management’s attention from ongoing business operations, (iv) the ability of Parent (as defined below) to procure the financing required to complete the Merger, (v) the possibility that competing offers may be made, and the effect of such competing offers on the Merger and the parties’ respective rights under the Merger Agreement, (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (vii) the fact that the Company may be required to pay a termination fee to Parent if the Merger Agreement is terminated in certain circumstances, (viii) litigation being instituted against the Company or other transaction parties, including their respective directors, managers or officers, in connection with the Merger; (ix) the uncertainty of the outcome of any such litigation and its effects on the parties to the Merger Agreement, (x) legislative, regulatory and economic developments, (xi) general economic conditions, (xii) the effect on the Company’s stock price if the Merger is not completed, which may decline significantly following the termination of the Merger Agreement, (xiii) the significant costs, fees and expenses the Company may incur in connection with the Merger, and (xiv) the effects on the Company of unknown liabilities related to the Merger.

Additional factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to, those identified in Part I. Item 1A. “Risk Factors” and in Part II. Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and in Part I. Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.

You are cautioned not to place undue reliance on such forward-looking statements. In addition, even if actual results are consistent with the forward-looking statements included elsewhere in this Quarterly Report on Form 10-Q, they may not be indicative of results or developments in future periods.

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q.

As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “Mister Car Wash,” “Mister,” the “Company,” “we,” “us,” and “our,” refer to Mister Car Wash, Inc. and its subsidiaries on a consolidated basis.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Mister Car Wash, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

	Three Months Ended March 31,
(Amounts in thousands, except share and per share data)	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

See accompanying notes to consolidated financial statements.

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Mister Car Wash, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
(Amounts in thousands)	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

See accompanying notes to consolidated financial statements.

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Mister Car Wash, Inc.

Consolidated Balance Sheets

(Unaudited)

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

All values are in US Dollars.

See accompanying notes to consolidated financial statements.

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Mister Car Wash, Inc.

Consolidated Statements of Stockholders’ Equity

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

(Unaudited)

Three Months Ended March 31, 2026

	Common Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Stockholders’ Equity
	Shares		Amount
Balance as of December 31, 2025		328,282,533	$	3,288	$	862,095		$	(293	)	$	267,923	$	1,133,013
Stock-based compensation expense		—		—		6,838			—			—		6,838
Vesting of restricted stock units		121,622		1		(1	)		—			—		—
Exercise of stock options		281,661		3		369			—			—		372
Gain on interest rate swap		—		—		—			785			—		785
Net income		—		—		—			—			34,182		34,182
Balance as of March 31, 2026		328,685,816	$	3,292	$	869,301		$	492		$	302,105	$	1,175,190

Three Months Ended March 31, 2025

	Common Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Stockholders’ Equity
	Shares		Amount
Balance as of December 31, 2024		323,693,863	$	3,242	$	830,264		$	—	$	164,846	$	998,352
Stock-based compensation expense		—		—		6,843			—		—		6,843
Vesting of restricted stock units		137,425		1		(1	)		—		—		—
Exercise of stock options		983,150		11		1,689			—		—		1,700
Net income		—		—		—			—		27,000		27,000
Balance as of March 31, 2025		324,814,438	$	3,254	$	838,795		$	—	$	191,846	$	1,033,895

See accompanying notes to consolidated financial statements.

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Mister Car Wash, Inc.

Notes to Consolidated Financial Statements

(Dollar amounts in thousands, except per share data)

(Unaudited)

1. Nature of Business

Mister Car Wash, Inc., a Delaware corporation, together with its subsidiaries (collectively, “we,” “us,” “our” or the “Company”), is based in Tucson, Arizona and is a provider of conveyorized car wash services. We primarily operate Express Exterior Locations, which offer express exterior cleaning services along with free vacuum services, and interior cleaning services at select locations. As of March 31, 2026, we operated 549 car washes in 21 states.

Merger Agreement

On February 17, 2026, we 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), one of our wholly owned subsidiaries, Mister Car Wash Holdings, Inc. a Delaware corporation (“Borrower”), pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). The Merger has been approved by the board of directors of the Company, acting upon the recommendation of a special committee of the board of directors consisting only of directors that the board of directors determined to each be a “disinterested director” (as defined in Section 144 of the General Corporation Law of the State of Delaware (the “DGCL”)) with respect to the transactions contemplated by the Merger Agreement.

If the Merger is completed, our common stock will no longer be listed on The Nasdaq Stock Market LLC and we will become a privately held company, owned by investment funds managed by Leonard Green & Partners, L.P. (“LGP”), and our common stock will be deregistered under the Securities Exchange Act of 1934, as amended.

Pursuant to the terms of the Merger Agreement, neither Mister Car Wash, on the one hand, nor the Buyer Parties, on the other hand, are required to consummate the Merger prior to April 20, 2026. The Merger is expected to close during the second quarter of fiscal 2026, subject to obtaining regulatory approvals and the satisfaction or waiver of other customary closing conditions.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of our common stock that is outstanding as of immediately prior to the Effective Time (other than shares of our common stock described in clauses (ii) or (iii) of this sentence) will be 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 our common stock that is (a) held by us 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 our common stock held by investment funds affiliated with LGP and the shares contributed to Parent by Company executives who execute a Management Rollover Agreement (as defined in the Merger Agreement), if any, will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor, and (iii) each share of our common stock that is issued and outstanding as of immediately prior to the Effective Time and held by any person or entity (including a “beneficial owner”) who has validly demanded and not validly withdrawn or otherwise lost its statutory appraisal rights in respect of such share in accordance with Section 262 of the DGCL (such shares, “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price, and will instead be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to our Current Report on Form 8-K filed on February 17, 2026.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2025 included in the 2025 Form 10-K.

The consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Such adjustments are of a

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normal and recurring nature. The consolidated results of operations and comprehensive income for the three months ended March 31, 2026 are not necessarily indicative of the consolidated results of operations and comprehensive income that may be expected for any other future interim or annual period.

Use of Estimates

The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that we have made pertain to the determination of deferred tax assets and liabilities and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates.

Accounts Receivable, Net

Accounts receivable are presented net of an allowance for doubtful accounts of $23 and $31 as of March 31, 2026 and December 31, 2025, respectively. The activity in the allowance for doubtful accounts was immaterial for the three months ended March 31, 2026 and 2025.

Other Receivables

Other receivables consisted of the following for the periods presented:

	As of
	March 31, 2026		December 31, 2025
Insurance receivable	$	6,766	$	4,921
Construction receivable		5,966		4,960
Employee retention credit receivable		1,301		1,635
Income tax receivable		443		1,011
Other		3,078		2,958
Total other receivables	$	17,554	$	15,485

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following for the periods presented:

	As of
	March 31, 2026		December 31, 2025
Spare parts	$	5,017	$	3,872
Prepaid insurance		948		1,947
Other		4,735		3,800
Total prepaid expenses and other current assets	$	10,700	$	9,619

Inventory, Net

Inventory consisted of the following for the periods presented:

	As of
	March 31, 2026			December 31, 2025
Chemical washing solutions	$	5,098		$	5,537
Other		60			60
Total inventory, gross		5,158			5,597
Reserve for obsolescence		(104	)		(112	)
Total inventory, net	$	5,054		$	5,485

The activity in the reserve for obsolescence was immaterial for the three months ended March 31, 2026 and 2025.

Derivative Financial Instruments

The Company has a pay fixed, receive variable interest rate swap contract (“Swap”) to manage its exposure to changes in interest rates. The Swap is recognized in the consolidated balance sheets at fair value. The Swap is a cash flow hedge and is recorded using hedge accounting, as such, changes in the fair value of the Swap are recorded in other comprehensive income (loss), net of tax until the hedged item is recognized in earnings. Amounts reported in other comprehensive income, net of tax related to the Swap are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The swap is scheduled to terminate June 30, 2027.

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The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative used as a hedging instrument is highly effective in offsetting the changes in the cash flow of the hedged item. If it is determined that the derivative is not highly effective as a hedge or ceases to be highly effective, the Company will discontinue hedge accounting prospectively. See Note 9 Fair Value Measurements and Note 10 Interest Rate Swap for additional information.

Revenue Recognition

The following table summarizes the composition of our net revenues for the periods presented:

	Three Months Ended March 31,
	2026		2025
Recognized over time	$	210,808	$	191,848
Recognized at a point in time		66,675		69,685
Other revenue		430		123
Net revenues	$	277,913	$	261,656

Earnings Per Share

Reconciliations of the numerators and denominators of the basic and diluted earnings per share calculations for the periods presented are as follows:

	Three Months Ended March 31,
	2026		2025
Numerator
Net income	$	34,182	$	27,000
Denominator
Weighted-average common shares outstanding - basic		328,477,910		324,200,282
Effect of potentially dilutive securities
Stock options		2,592,085		4,371,280
Restricted stock units		3,168,492		2,903,643
Stock purchase rights		71,440		3,843
Weighted-average common shares outstanding - diluted		334,309,927		331,479,048
Earnings per share - basic	$	0.10	$	0.08
Earnings per share - diluted	$	0.10	$	0.08

The following potentially dilutive shares were excluded from the computation of diluted earnings per share for the periods presented because including them would have been antidilutive:

	Three Months Ended March 31,
	2026		2025
Stock options		6,193,066		4,924,465
Restricted stock units		—		6
Stock purchase rights		—		6

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires a PBE to disclose additional information about specific expense categories in the notes to financial statements at interim and annual periods. This information is generally not presented in the financial statements. The ASU requires that at each interim and annual period a PBE: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization; (2) include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. We are still assessing the impact of this ASU.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU is intended to improve the operability and application of guidance related to capitalized software development costs. The ASU is

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effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are still assessing the impact of this ASU.

In December 2025, the FASB issued ASU No. 2025-11, Narrow-Scope Improvements to Interim Reporting (Topic 270). This ASU is intended to clarify interim disclosure requirements and the applicability of Topic 270. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are still assessing the impact of this ASU.

3. Property and Equipment, Net

Property and equipment, net consisted of the following for the periods presented:

	As of
	March 31, 2026			December 31, 2025
Land	$	142,725		$	133,377
Buildings and improvements		444,797			436,005
Finance leases		16,497			16,497
Leasehold improvements		176,833			174,232
Vehicles and equipment		400,290			394,408
Furniture, fixtures and equipment		107,035			107,212
Construction in progress		51,731			42,905
Property and equipment, gross		1,339,908			1,304,636
Accumulated depreciation		(404,121	)		(385,440	)
Accumulated amortization - finance leases		(5,416	)		(5,174	)
Property and equipment, net	$	930,371		$	914,022

For the three months ended March 31, 2026 and 2025, depreciation expense was $22,755 and $20,207, respectively.

For the three months ended March 31, 2026 and 2025, amortization expense on finance leases was $242 and $244, respectively.

As of March 31, 2026, the two car wash locations classified as held for sale have a net book value of $3,294. The assets of these locations are recorded in property and equipment, net on the consolidated balance sheets.

4. Other Intangible Assets, Net

Other intangibles assets, net consisted of the following as of the periods presented:

	March 31, 2026				December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Trade names and trademarks	$	107,000	$	—	$	107,000	$	—
Customer relationships		9,700		7,603	$	9,700		7,486
Covenants not to compete		6,760		5,472		6,760		5,152
Other intangible assets, net	$	123,460	$	13,075	$	123,460	$	12,638

For the three months ended March 31, 2026 and 2025, amortization expense associated with our finite-lived intangible assets was $437 and $466, respectively.

As of March 31, 2026, estimated future amortization expense was as follows:

Fiscal Year Ending:
2026 (remaining nine months)	$	1,178
2027		787
2028		463
2029		340
2030		333
Thereafter		284
Total estimated future amortization expense	$	3,385

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5. Goodwill

Goodwill consisted of the following for the periods presented:

	As of
	March 31, 2026		December 31, 2025
Balance at beginning of period	$	1,134,830	$	1,134,734
Acquisitions		—		96
Balance at end of period	$	1,134,830	$	1,134,830

Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill.

6. Other Accrued Expenses

Other accrued expenses consisted of the following for the periods presented:

	As of
	March 31, 2026		December 31, 2025
Accrued tax expense	$	11,564	$	12,720
Insurance expense		8,237		6,034
Utilities		7,533		6,107
Greenfield development accruals		5,194		13,151
Other		4,181		3,528
Total other accrued expenses	$	36,709	$	41,540

Accrued tax expense is comprised of federal, state, and local taxes payable for property, income, sales, use, and personal property.

Greenfield development accruals represent an obligation to pay for invoices not yet received, primarily related to land and buildings and improvements, on properties which we have taken control of as of March 31, 2026 and December 31, 2025.

7. Income Taxes

The effective income tax rates on continuing operations for the three months ended March 31, 2026 and 2025 were 26.8% and 26.9%, respectively. In general, the effective tax rates differed from the U.S. federal statutory income tax rate primarily due to state income taxes, non-deductible expenses such as those related to certain executive compensation, and discrete tax expenses related to stock option exercises during the period.

The year-to-date provision for income taxes for the three months ended March 31, 2026 included taxes on earnings at an anticipated annual effective tax rate of 25.8% and a net, unfavorable tax impact of $491 related primarily to discrete tax expense originating from stock options exercised during the three months ended March 31, 2026.

The year-to-date provision for income taxes for the three months ended March 31, 2025 included taxes on earnings at an anticipated annual effective tax rate of 25.4% and a net, unfavorable tax impact of $561 related primarily to discrete tax expense originating from stock options exercised during the three months ended March 31, 2025.

For the three months ended March 31, 2026 and 2025, we recorded $25 and $21, respectively, related to unrecognized tax benefits or interest and penalties related to any uncertain tax positions.

8. Debt

Long-term debt consisted of the following as of the periods presented:

				As of
	Maturity	Stated Interest Rate	Effective Interest Rate	March 31, 2026			December 31, 2025
Credit agreement
First lien term loan	March 27, 2031	5.92%	6.12%	$	793,074		$	800,074
Unamortized discount and debt issuance costs					(3,031	)		(3,181	)
Total long-term portion of debt, net				$	790,043		$	796,893

As of March 31, 2026, there are no payments required until the maturity date.

As of March 31, 2026 and December 31, 2025, total unamortized discount and debt issuance costs were $4,398 and $4,661, respectively, and accumulated amortization of debt issuance costs was $2,296 and $2,034, respectively.

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For the three months ended March 31, 2026 and 2025, the amortization of debt issuance costs in interest expense, net in the consolidated statements of operations and comprehensive income was approximately $262 and $285, respectively.

Amended and Restated First Lien Credit Agreement

On August 21, 2014, we entered into a Credit Agreement (“Credit Agreement”) which was originally comprised of a term loan (“First Lien Term Loan”) and a revolving commitment (“Revolving Commitment”), which was subsequently amended and restated. The Credit Agreement was collateralized by substantially all personal property (including cash, inventory, property and equipment, and intangible assets), real property, and equity interests owned by us.

First Lien Term Loan

In March 2024, we entered into Amendment No. 5 to the Credit Agreement with the lenders party thereto, and Bank of America, N.A. (“BofA”) as the successor administrative agent and collateral agent. This amendment further modified the Credit Agreement by providing $925,000 in first lien term commitments, consisting of $901,201 to refinance outstanding term loans and $23,799 in additional incremental term commitments (collectively, the “2024 Term Loans”). Starting September 30, 2024, the loans will be amortized in equal quarterly installments at an annual rate of 1.00% of the original principal amount. In connection with Amendment No. 5, we expensed $1,882 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income.

In November 2024, we entered into Amendment No. 6 to the Credit Agreement with the lenders party thereto, and BofA as the successor administrative agent and collateral agent. This amendment further modified the Credit Agreement by resetting the soft call protection of 1% for voluntary prepayments of the Term Loans to last for six months after the effective date of this Amendment, as well as repricing the Term and Revolving Loans margins, where each was reduced by 0.25%. In connection with Amendment No. 6, we expensed $94 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income.

The First Lien Term Loan borrowings bear interest equal to the SOFR rate plus a margin, with margin starting at 2.75% and can decrease to 2.50% and 2.25% based on the First Lien Net Leverage Ratio.

Revolving Commitment

Amendment No. 5 to our Credit Agreement also increased our borrowing capacity under the Revolving Commitment from $150,000 to $300,000. Any unused commitment fee is also payable based on the First Lien Net Leverage Ratio. The Credit Agreement requires a Rent Adjusted Total Net Leverage Ratio no greater than 6.50 to 1.00, tested quarterly beginning with the quarter ending September 30, 2024, for the benefit of lenders holding the Revolving Commitment.

The maximum available borrowing capacity under the Revolving Commitment is reduced by outstanding letters of credit under the Revolving Commitment. As of March 31, 2026 and December 31, 2025, the available borrowing capacity under the Revolving Commitment was $299,926.

In addition, an unused commitment fee based on our First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitment. As of March 31, 2026 and December 31, 2025, the unused commitment fee was 0.20%.

Standby Letters of Credit

As of March 31, 2026, we have a letter of credit sublimit of $90,000 under the Revolving Commitment, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $300,000. Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2 to the Credit Agreement. Letters of credit under the Revolving Commitments reduce the maximum available borrowing capacity under the Revolving Commitment. As of March 31, 2026 and December 31, 2025, the amounts associated with outstanding letters of credit were $74.

Covenants

As of March 31, 2026, we were in compliance with all covenants related to our long-term debt.

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9. Fair Value Measurements

The following table presents financial assets and liabilities which are measured at fair value on a recurring basis as of March 31, 2026:

	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets
Deferred compensation plan	$	7,284	$	7,284	$	—	$	—
Liabilities
Deferred compensation plan	$	4,658	$	4,658	$	—	$	—
Interest rate swap	$	532	$	—	$	532	$	—
Contingent consideration	$	1,933	$	—	$	—	$	1,933

The following table presents financial assets and liabilities which are measured at fair value on a recurring basis as of December 31, 2025:

	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets
Deferred compensation plan	$	7,464	$	7,464	$	—	$	—
Liabilities
Deferred compensation plan	$	4,675	$	4,675	$	—	$	—
Interest rate swap	$	234	$	—	$	234	$	—
Contingent consideration	$	1,933	$	—	$	—	$	1,933

We measure the fair value of our financial assets and liabilities using the highest level of inputs that are available as of the measurement date. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair value due to the immediate or short-term maturity of these financial instruments. See Note 10 Interest Rate Swap for additional information on the interest rate swap.

As of March 31, 2026, and December 31, 2025, we did not hold any cash investments.

We maintain a deferred compensation plan for a certain group of our highly compensated employees, in which certain of our executive officers participate in. The plan allows eligible participants to defer up to 90% of their base salary and/or incentive plan compensation as well as any refunds from our 401(k) Plan. Participants may elect investment funds selected by the Company in whole percentages. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds. These investment funds consist primarily of equity securities, such as common stock and mutual funds, and fixed income securities and are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1. These investment options do not represent actual ownership of or ownership rights in the applicable funds; they serve the purpose of valuing the account and the corresponding obligation of the Company.

As of March 31, 2026 and December 31, 2025, the fair value of our First Lien Term Loan approximated its carrying value due to the debt’s variable interest rate terms.

We recognized a Level 3 contingent consideration liability in connection with the Downtowner Car Wash acquisition in December 2021. We measured its contingent consideration liability using Level 3 unobservable inputs. The contingent consideration liability is associated with the achievement of certain targets and is estimated at each balance sheet date by considering among other factors, results of completed periods and our most recent financial projection for future periods subject to earn-out payments. There are two components to the contingent consideration: a payment when we obtained the certificate of occupancy for the car wash and opened it to the public in 2023 and an annual payment based on certain financial metrics of the acquired business. A change in the forecasted revenue or projected opening dates could result in a significantly lower or higher fair value measurement. We determined that there were no significant changes to the unobservable inputs that would have resulted in a change in fair value of this contingent consideration liability at March 31, 2026. No payments were made during the three months ended March 31, 2026 and 2025.

During the three months ended March 31, 2026 and 2025, there were no transfers between fair value measurement levels.

10. Interest Rate Swap

On April 28, 2025, the Company executed a pay-fixed, receive-floating interest rate swap (the “Swap”) to mitigate variability in forecasted interest payments on an aggregate notional amount of $250,000 of the Company’s variable-rate First Lien Term Loan. The Swap has an effective date of June 30, 2025, with a maturity date of June 30, 2027. The Company designated the Swap as a cash flow hedge.

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As of March 31, 2026, information pertaining to the Swap is as follows:

Notional Amount		Fair Value		Pay-Fixed	Receive-Floating	Maturity Date
$	250,000	$	532	3.37%	3.67%	June 30, 2027

As of March 31, 2026 and December 31, 2025, the current portion of the fair value of the Swap was $673 and $52, respectively, and is included in prepaid and other current assets in the accompanying consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, the long-term portion of the fair value of the Swap was $141 and $286, respectively, and is included in other long-term liabilities in the accompanying consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, amounts reported in other comprehensive income in the accompanying consolidated statements of operations and comprehensive income are net of tax of $262 and $0, respectively.

11. Leases

Balance sheet information related to leases consisted of the following for the periods presented:

		As of
	Classification	March 31, 2026		December 31, 2025
Assets
Operating	Operating right of use assets, net	$	930,870	$	942,664
Finance	Property and equipment, net		11,081		11,323
Total lease assets		$	941,951	$	953,987
Liabilities
Current
Operating	Current maturities of operating lease liability	$	54,543	$	53,625
Finance	Current maturities of finance lease liability		903		879
Long-term
Operating	Operating lease liability		895,298		906,371
Finance	Financing lease liability		12,109		12,344
Total lease liabilities		$	962,853	$	973,219

Components of total lease cost, net, consisted of the following for the periods presented:

	Three Months Ended March 31,
	2026		2025
Operating lease expense(a)	$	32,585	$	30,704
Finance lease expense
Amortization of lease assets		243		244
Interest on lease liabilities		234		250
Short-term lease expense		9		17
Variable lease expense(b)		7,522		7,894
Total lease expense	$	40,593	$	39,109

• Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income.

• Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for our leases of land and buildings and is included in other store operating expenses in the accompanying consolidated statements of operations and comprehensive income.

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The following includes supplemental information for the periods presented:

	Three Months Ended March 31,
	2026			2025
Operating cash flows from operating leases	$	31,578		$	29,520
Operating cash flows from finance leases	$	234		$	250
Financing cash flows from finance leases	$	212		$	193
Operating lease ROU assets obtained in exchange for lease liabilities	$	2,859		$	7,260
Weighted-average remaining operating lease term		13.30			13.77
Weighted-average remaining finance lease term		13.92			14.65
Weighted-average operating lease discount rate		8.29	%		8.11	%
Weighted-average finance lease discount rate		7.34	%		7.34	%

As of March 31, 2026, lease obligation maturities were as follows:

Fiscal Year Ending:	Operating Leases			Finance Leases
2026 (remaining nine months)	$	95,449		$	1,346
2027		124,500			1,819
2028		118,423			1,846
2029		117,652			1,575
2030		117,440			1,549
Thereafter		1,049,160			15,302
Total future minimum obligations	$	1,622,624		$	23,437
Present value discount		(672,783	)		(10,425	)
Present value of net future minimum lease obligations	$	949,841		$	13,012
Current portion		(54,543	)		(903	)
Long-term obligations	$	895,298		$	12,109

Forward-Starting Leases

As of March 31, 2026, we entered into seven leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in years 2026 through 2028 with initial lease terms of 15 to 20 years.

As of December 31, 2025, we entered into eight leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in years 2026 through 2028 with initial lease terms of 15 to 20 years.

Sale-Leaseback Transactions

During the three months ended March 31, 2026 and 2025, we did not complete any sale-leaseback transactions.

12. Stockholders’ Equity

As of March 31, 2026, there were 1,000,000,000 shares of common stock authorized, 334,858,737 shares of common stock issued, and 328,685,816 shares of common stock outstanding.

As of December 31, 2025, there were 1,000,000,000 shares of common stock authorized, 334,455,454 shares of common stock issued, and 328,282,533 shares of common stock outstanding.

As of March 31, 2026 and December 31, 2025, there were 5,000,000 shares of preferred stock authorized, and none were issued or outstanding.

We use the cost method to account for treasury stock. As of March 31, 2026 and December 31, 2025, we had 6,172,921 shares of treasury stock. As of March 31, 2026 and December 31, 2025, the cost of treasury stock included in additional paid-in capital in the accompanying consolidated balance sheets was $28,895.

13. Stock-Based Compensation

We recognize stock-based compensation expense associated with stock options and restricted stock units ("RSUs"), and stock purchase rights. Stock options and RSUs are granted under the 2014 Stock Option Plan of Hotshine Holdings, Inc. (the “2014 Plan”)

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and 2021 Incentive Award Plan (the “2021 Plan”) while stock purchase rights are granted under the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

Refer to our 2025 Form 10-K for additional details on employee stock incentive plans.

Share-Based Payment Valuation

The grant date fair value of Time Vesting Options granted is determined using the Black-Scholes option-pricing model. The grant date fair value of stock purchase rights granted under the 2021 ESPP is determined using the Black-Scholes option-pricing model.

2021 ESPP

The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock purchase rights granted under the 2021 ESPP during the periods presented:

	Three Months Ended March 31,
	2026	2025
Expected volatility	36.95%	42.14%
Risk-free interest rate	3.81%	4.44%
Expected term (in years)	0.49	0.49
Expected dividend yield	None	None

Stock Options

A summary of our stock option activity during the period presented is as follows:

	Time Vesting Options			Performance Vesting Options			Total Number of Stock Options			Weighted-Average Exercise Price
Outstanding as of December 31, 2025		8,978,524			1,049,723			10,028,247		$	6.70
Granted		—			—			—			—
Exercised		(180,521	)		(101,140	)		(281,661	)		1.32
Forfeited		(89,417	)		—			(89,417	)		8.97
Outstanding as of March 31, 2026		8,708,586			948,583			9,657,169		$	6.83
Options vested or expected to vest as of March 31, 2026		8,425,969			948,583			9,374,552		$	8.00
Options exercisable as of March 31, 2026		5,521,263			948,583			6,469,846		$	6.30

The number and weighted-average grant date fair value of stock options during the period presented are as follows:

	Number of Stock Options					Weighted-Average<br>Grant Date Fair Value
	Time Vesting Options			Performance Vesting Options		Time Vesting Options		Performance Vesting Options
Unvested as of December 31, 2025		3,545,893			—	$	3.77		—
Granted		—			—		—		—
Vested		(346,937	)		—		3.83		—
Forfeited		(11,632	)		—		4.04		—
Unvested as of March 31, 2026		3,187,324			—	$	3.77		—

There were no Time Vesting Options granted during the three months ended March 31, 2026. There were no Performance Vesting Options granted during the three months ended three months ended March 31, 2026.

The fair value of shares attributable to stock options that vested during the three months ended March 31, 2026 was $2,457.

As of March 31, 2026, the weighted-average remaining contractual life of outstanding stock options was approximately

5.58

years.

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Restricted Stock Units

A summary of our RSU activity during the period presented is as follows:

	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2025		5,398,654		$	7.33
Granted		—			—
Vested		(121,622	)		9.25
Forfeited		(123,108	)		6.92
Unvested as of March 31, 2026		5,153,924		$	7.29

There were no RSUs granted during the three months ended March 31, 2026.

The fair value of shares attributable to RSUs that vested during the three months ended March 31, 2026 was $866.

As of March 31, 2026, the weighted-average remaining contractual life of outstanding RSUs was approximately

8.61

years.

Stock-Based Compensation Expense

We estimated a forfeiture rate of 10.26% for awards with service-based vesting conditions based on historical experience and future expectations of the vesting of these share-based payments. We used this rate as an assumption in calculating stock-based compensation expense for Time Vesting Options, RSUs, and stock purchase rights granted under the 2021 ESPP.

Total stock-based compensation expense, by caption, recorded in the consolidated statements of operations and comprehensive income for the periods presented is as follows:

	Three Months Ended March 31,
	2026		2025
Cost of labor and chemicals	$	2,974	$	2,782
General and administrative		3,864		4,061
Total stock-based compensation expense	$	6,838	$	6,843

Total stock-based compensation expense, by award type, recorded in the consolidated statements of operations and comprehensive income for the periods presented is as follows:

	Three Months Ended March 31,
	2026		2025
Time Vesting Options	$	1,567	$	1,863
RSUs		5,033		4,788
2021 ESPP		238		192
Total stock-based compensation expense	$	6,838	$	6,843

As of March 31, 2026, total unrecognized compensation expense related to unvested Time Vesting Options was $4,528, which is expected to be recognized over a weighted-average period of

3.30

years. As of March 31, 2026, there was no unrecognized compensation expense related to unvested Performance Vesting Options as the completion of the IPO satisfied the performance condition and as a result, all outstanding Performance Vesting Options vested.

As of March 31, 2026, total unrecognized compensation expense related to unvested RSUs was $13,285, which is expected to be recognized over a weighted-average period of

1.67

years. As of March 31, 2026, there was no unrecognized compensation expense related to unvested stock purchase rights under the 2021 ESPP as the purchase period ended on March 31, 2026.

14. Commitments and Contingencies

Litigation

We are involved from time to time in various legal proceedings related to employment practices, environmental issues, commercial disputes, antitrust and other regulatory matters concerning our business. We record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount of loss can be reasonably estimated. The Company does not believe that any proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows; it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual fiscal quarter or year.

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Insurance

We carry a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. As of March 31, 2026 and December 31, 2025, we accrued $8,224 and $6,027, respectively, for assessments on insurance claims filed, which are included in other accrued expenses in the accompanying consolidated balance sheets. As of March 31, 2026 and December 31, 2025, we recorded $6,766 and $4,921, respectively, in receivables from our non-healthcare insurance carriers related to these insurance claims, which are included in other receivables in the accompanying consolidated balance sheets. The receivables are paid when the claim is finalized, and the reserved amounts on these claims are expected to be paid within one year.

15. Business Combinations

From time to time, we may pursue acquisitions of conveyorized car washes that either strategically fit with the business or expand our presence in new and attractive markets.

We account for business combinations under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired and intangible assets assigned, recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning their respective useful lives. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management; but are inherently uncertain.

The unaudited consolidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisition. No acquisition-related costs were expensed during the three months ended March 31, 2026 and 2025. Acquisition-related costs are expensed as incurred and are included in general and administrative expenses in the accompanying unaudited consolidated statements of operations.

2026 Acquisitions

We did not consummate any acquisitions during the three months ended March 31, 2026.

2025 Acquisitions

For the year ended December 31, 2025, we acquired the assets and liabilities of five conveyorized car washes in one acquisition. The transaction was for an immaterial amount of cash consideration, and we do not believe the acquisition is material to our overall consolidated financial statements. The cash consideration for the transaction is included in purchases of property and equipment in the investing activities on the statement of cash flows.

The acquisitions were located in the following markets:

Location (Seller)	Number of Washes	Month Acquired
Texas (Whistle Express)	5	October

16. Segment Information

The Company operates as one operating segment where it derives its revenues from activities related to providing car wash services at its car wash locations that are geographically diversified throughout the United States and have similar economic characteristics and nature of services.

To assess consolidated performance the chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates the operating results and performance through net income. Our CODM regularly reviews net income as reported on the consolidated statement of operations and comprehensive income and total assets as reported on the consolidated balance sheet for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting future periods. As presented on the consolidated statements of operations and comprehensive income, the CODM views consolidated expense information related to the cost of labor and chemicals, other store operating expenses, and general and administrative expenses to be significant and there are no other significant segment expenses or items that would require disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our 2025 Form 10-K. This discussion contains forward-looking statements based upon our current plans, expectations and beliefs, which are subject to risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in other parts of this Quarterly Report on Form 10-Q and in Part I, Item 1A. “Risk Factors” and in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K.

Who We Are

Mister Car Wash, Inc. is the nation's leading car wash brand, primarily offering express exterior cleaning services, with interior cleaning services at select locations, across 549 car washes in 21 states as of March 31, 2026. We offer a monthly subscription program, which we call the Unlimited Wash Club® (“UWC”), as a flexible, quick, and convenient option for customers to keep their cars clean. Our scale and over 25 years of innovation allow us to drive operating efficiencies and invest in training, infrastructure, and technology that improve speed of service, quality, and sustainability and realize strong financial performance.

Factors Affecting Our Business and Trends

We believe that our business and growth depend on a number of factors that present significant opportunities for us and may involve risks and challenges, including those discussed below and in Part I, Item 1A. “Risk Factors” of our 2025 Form 10-K.

•	Growth in comparable store sales. Comparable store sales have been a driver of our net revenue growth. We will seek to continue to grow our comparable store sales by increasing the number of UWC Members, maximizing efficiency and throughput of our car wash locations, optimizing marketing spend to add new customers, and increasing customer visitation frequency.
•	Number and loyalty of UWC Members. The UWC program is an important element of our business. UWC Members contribute a large portion of our net revenue and provide recurring revenue through their monthly membership fees.
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•	Labor management. Hiring and retaining skilled team members and experienced management represents one of our largest investments. We believe people are the key to our success and we have been able to successfully attract and retain engaged, high-quality team members by paying competitive wages, offering attractive benefit packages, and providing robust training and development opportunities. While the competition for skilled labor is intense and subject to high turnover, we believe our approach to wages and benefits will continue to allow us to attract suitable team members and management to support our growth.
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Factors Affecting the Comparability of Our Results of Operations

Our results have been affected by, and may in the future be affected by, the following factors, which must be understood in order to assess the comparability of our period-to-period financial performance and condition.

Greenfield Location Development

While we continue to explore and evaluate acquisition opportunities, more recently, a primary component of our growth strategy has been to grow through greenfield development of Mister Car Wash locations, with particular focus on Express Exterior Locations, and we anticipate further pursuit of this strategy in the future. We believe such a strategy will provide a more controllable pipeline of unit growth for future locations in existing and adjacent markets.

The comparability of our results may be impacted by the inclusion of financial performance of greenfield locations that have not delivered a full fiscal year of financial results nor matured to average unit volumes, which we typically expect after approximately three full years of operation.

Acquisitions

In the three months ended March 31, 2026, we did not consummate any acquisitions. Following acquisition, we implement a variety of operational improvements to unify branding and enhance profitability. As soon as feasible, we work to fully integrate and transition acquired locations to the “Mister” brand and make investments to improve site flow, upgrade tunnel equipment and technology, and install our proprietary Unity Chemistry™ system, which is a unique blend of our signature products utilizing the newest technology and services to make a better car wash experience for our customers. We also establish member-only lanes, optimize service offerings and implement training initiatives that we have successfully utilized to improve team member engagement and drive UWC growth post-acquisition. The costs associated with these onboarding initiatives, which vary by site, can impact the comparability of our results.

The comparability of our results may also be impacted by the inclusion of financial performance of our acquisitions that have not delivered a full fiscal year of financial results under Mister Car Wash’s ownership.

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Recent Developments – Pending Merger

On February 17, 2026, we 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), one of our wholly owned subsidiaries, Mister Car Wash Holdings, Inc. a Delaware corporation (“Borrower”), pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Mister Car Wash, with Mister Car Wash continuing as the surviving corporation (the “Merger”). Parent and Merger Sub are each affiliates of the private equity investment firm Leonard Green & Partners, L.P.

Pursuant to the terms of the Merger Agreement, neither Mister Car Wash, on the one hand, nor the Buyer Parties, on the other hand, are required to consummate the Merger prior to April 20, 2026. The Merger is expected to close in the first half of 2026, subject to obtaining regulatory approvals and the satisfaction or waiver of other customary closing conditions.

If the Merger is completed, our common stock will no longer be listed on The Nasdaq Stock Market LLC and we will become a privately held company and deregistered under the Securities Exchange Act of 1934, as amended.

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Key Performance Indicators

We prepare and analyze various operating and financial data to assess the performance of our business and to help in the allocation of our resources. The key operating performance and financial metrics and indicators we use are set forth below, as of and for the three months ended March 31, 2026 and 2025.

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Financial and Operating Data:
Location count (end of period)		549			518
Comparable store sales growth		3.9	%		6.0	%
UWC Members (in thousands, end of period)		2,468			2,227
UWC sales as a percentage of total wash sales		76	%		73	%
Net income	$	34,182		$	27,000
Net income margin		12.3	%		10.3	%
Adjusted EBITDA	$	96,663		$	85,649
Adjusted EBITDA margin		34.8	%		32.7	%

Location Count (end of period)

Our location count refers to the total number of car wash locations at the end of a period, inclusive of new greenfield locations and acquired locations and offset by closed locations. The total number of locations that we operate, as well as the timing of location openings, acquisitions, and closings, have, and will continue to have, an impact on our performance. In the three months ended March 31, 2026, our location count increased by one net new location, including two greenfield locations, offset by one location closure.

Our Express Exterior Locations, which offer express exterior cleaning services, comprise 487 of our current locations and our Interior Cleaning Locations, which offer both express exterior cleaning services and interior cleaning services, comprise 62 of our current locations.

Comparable Store Sales Growth

We consider a location a comparable store on the first day of the 13th full calendar month following a greenfield location’s first day of operations, or for acquired locations, the first day of the 13th full calendar month following the date of acquisition. A location converted from an Interior Cleaning Location format to an Express Exterior Location format is excluded when the location did not offer interior cleaning services in the current period but did offer interior cleaning services in the prior year period. Comparable store sales growth is the percentage change in total wash sales of all comparable store car washes.

Increasing the number of new locations is a component of our growth strategy and as we continue to execute on our growth strategy, we expect that a significant portion of our sales growth will be attributable to non-comparable store sales. Accordingly, comparable store sales are only one measure we use to assess the success of our growth strategy.

UWC Members (end of period)

Members of our monthly subscription service are known as UWC Members. We view the number of UWC Members and the growth in the number of UWC Members on a net basis from period to period as key indicators of our revenue growth. The number of UWC Members has grown over time as we have acquired new customers and retained previously acquired customers. There were approximately 2.5 million UWC Members as of March 31, 2026. UWC Members grew by approximately 9% from December 31, 2025 through March 31, 2026.

UWC Sales as a Percentage of Total Wash Sales

UWC sales as a percentage of total wash sales represents the penetration of our subscription membership program as a percentage of our overall wash sales. Total wash sales are defined as the net revenue generated from express exterior cleaning services and interior cleaning services for both UWC Members and retail customers. UWC sales as a percentage of total wash sales is calculated as sales generated from UWC Members as a percentage of total wash sales. UWC sales were 76% and 73% of our total wash sales for the three months ended March 31, 2026 and 2025, respectively.

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Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is a non-GAAP measure of our operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Adjusted EBITDA is defined as net income before interest expense, net, income tax provision, depreciation and amortization expense, (gain) loss on sale of assets, stock-based compensation expense, acquisition expenses, non-cash rent expense, debt refinancing costs, and other nonrecurring charges. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues for a given period.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in future periods, and any such modification may be material. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Management believes Adjusted EBITDA is helpful in highlighting trends in our 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 companies operate and capital investments. We also use Adjusted EBITDA in connection with establishing discretionary annual incentive compensation; to evaluate in conjunction with U.S. GAAP measures of performance, the effectiveness of our business strategies; to make budgeting decisions; and because our Credit Agreement uses measures similar to Adjusted EBITDA to measure our compliance with certain covenants.

Adjusted EBITDA and Adjusted EBITDA Margin are not recognized terms under GAAP and should not be considered as a substitute for net income, net income margin, or any other financial measure presented in accordance with GAAP. Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

The following is a reconciliation of net income to Adjusted EBITDA for the periods presented.

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
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 (a)		125			111
Stock-based compensation expense (b)		6,932			7,116
Acquisition expenses (c)		864			1,414
Non-cash rent expense (d)		1,819			1,966
Other (f)		4,478			1,158
Adjusted EBITDA	$	96,663		$	85,649
Net revenues	$	277,913		$	261,656
Net income margin		12.3	%		10.3	%
Adjusted EBITDA margin		34.8	%		32.7	%

• Consists of losses on the disposition of assets associated with sale leaseback transactions, the sale of property and equipment, and store closures or the impairments associated with store closures and relocations.

• Represents non-cash expense associated with our stock-based compensation as well as related taxes.

• Represents expenses incurred in strategic acquisitions and greenfield development. Expenses include professional fees for accounting and auditing services, appraisals, legal fees and financial services, dead deal costs, one-time costs associated with supplies for rebranding the acquired stores, and distinct travel expenses for related, distinct integration efforts by team members who are not part of our dedicated integration team.

• Represents the difference between cash paid for rent expense and U.S. GAAP rent expense.

• Represents non-deferred legal fees and other expenses related to Credit Agreement amendments, and loss on extinguishment of debt associated with amendments to the debt facilities.

• Consists of other items as determined by management not to be reflective of our ongoing operating performance, such as costs associated with severance pay, legal settlements and legal fees related to contract terminations, nonrecurring strategic project costs, and fees related to the pending Merger Agreement.

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Results of Operations for the Three Months Ended March 31, 2026 and 2025

	Three Months Ended March 31,
(Dollars in thousands)	2026				2025
Net revenues	$	277,913	100	%	$	261,656	100	%
Costs and expenses
Cost of labor and chemicals		76,702	28	%		74,252	28	%
Other store operating expenses		113,319	41	%		109,667	42	%
General and administrative		28,756	10	%		24,659	9	%
Loss on sale of assets, net		125	0	%		111	0	%
Total costs and expenses		218,902	79	%		208,689	80	%
Operating income		59,011	21	%		52,967	20	%
Other expense
Interest expense, net		12,283	4	%		16,023	6	%
Total other expense		12,283	4	%		16,023	6	%
Income before taxes		46,728	17	%		36,944	14	%
Income tax provision		12,546	5	%		9,944	4	%
Net income	$	34,182	12	%	$	27,000	10	%

Net Revenues

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Net revenues	$	277,913		$	261,656
Dollar change compared to prior period	$	16,257
Percentage change compared to prior period		6	%

The increase in net revenues for the three months ended March 31, 2026 was primarily attributable to growth in UWC Members, favorable wash package mix, price increases, and the year-over-year addition of 31 locations.

Cost of Labor and Chemicals

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Cost of labor and chemicals	$	76,702		$	74,252
Percentage of net revenues		28	%		28	%
Dollar change compared to prior period	$	2,450
Percentage change compared to prior period		3	%

The increase in cost of labor and chemicals for the three months ended March 31, 2026 was primarily attributable to an increase in volumes and the year-over-year addition of 31 locations, as well as increased store labor rates, partially offset by labor and chemical optimization efforts.

Other Store Operating Expenses

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Other store operating expenses	$	113,319		$	109,667
Percentage of net revenues		41	%		42	%
Dollar change compared to prior period	$	3,652
Percentage change compared to prior period		3	%

The increase in other store operating expenses for the three months ended March 31, 2026 was primarily attributable to the year-over-year addition of 31 locations, increased utilities expenses, as well as additional rent expense for the addition of 19 net new land and building leases between periods.

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General and Administrative

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
General and administrative	$	28,756		$	24,659
Percentage of net revenues		10	%		9	%
Dollar change compared to prior period	$	4,097
Percentage change compared to prior period		17	%

The increase in general and administrative expenses for the three months ended March 31, 2026 was primarily attributable to fees associated with the pending merger and growth in marketing spend. These increases were partially offset by lower compensation expenses and other costs to support strategic growth initiatives.

Loss on Sale of Assets, Net

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Loss on sale of assets, net	$	125		$	111
Percentage of net revenues		0	%		0	%
Dollar change compared to prior period	$	14
Percentage change compared to prior period		13	%

The change in loss on sale of assets, net for the three months ended March 31, 2026 was primarily driven by increased losses associated with asset retirements in the current year.

Other Expense

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Other expense	$	12,283		$	16,023
Percentage of net revenues		4	%		6	%
Dollar change compared to prior period	$	(3,740	)
Percentage change compared to prior period		(23	)%

The decrease in other expense for the three months ended March 31, 2026 was attributable to a decrease in interest expense, net driven by lower average interest rates, $65.0 million of principal payments on the First Lien Term Loan, and an effective interest rate swap between periods.

Income Tax Provision

	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Income tax provision	$	12,546		$	9,944
Percentage of net revenues		5	%		4	%
Dollar change compared to prior period	$	2,602
Percentage change compared to prior period		26	%

The increase in income tax provision for the three months ended March 31, 2026 was primarily driven by the increase in pre-tax income, tax benefits from discrete items in the prior year and unfavorable income tax impact from equity awards activity as compared to the prior year.

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Liquidity and Capital Resources

Funding Requirements

Our primary requirements for liquidity and capital are to fund our investments in our core business, which includes lease payments, pursue greenfield location development and acquisitions of new locations, and to service our indebtedness. Our primary sources of liquidity are cash provided by operations, sale-leaseback transactions, and utilization of our credit facilities.

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $54.6 million and $28.5 million, respectively, and $299.9 million of available borrowing capacity under our Revolving Commitment, as of both dates.

For a description of our credit facilities and our recent debt refinancing, please see Note 8 Debt in the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. As of March 31, 2026, we were in compliance with the covenants under the Credit Agreement.

We believe that our existing sources of liquidity and capital will be sufficient to finance our growth strategy and operations, as well as planned capital expenditures, for at least the next 12 months and for the foreseeable future.

Cash Flows for the Three Months Ended March 31, 2026 and 2025

Operating Activities. For the three months ended March 31, 2026, net cash provided by operating activities was $79.7 million and was comprised of net income of $34.2 million, increased by $56.3 million as a result of non-cash adjustments including depreciation and amortization expense, stock-based compensation expense, non-cash lease expense, deferred income taxes, loss on sale of assets, net, and amortization of debt issuance costs. Changes in working capital balances decreased cash provided by operating activities by $10.8 million and were primarily driven by operating lease payments partially offset by the change in timing of payment and receipt of receivables, payables, and accrued expenses.

For the three months ended March 31, 2025, net cash provided by operating activities was $87.6 million and was comprised of net income of $27.0 million, increased by $49.2 million as a result of non-cash adjustments including depreciation and amortization expense, stock-based compensation expense, non-cash lease expense, deferred income taxes, loss on sale of assets, net, and amortization of debt issuance costs. Changes in working capital balances increased cash provided by operating activities by $11.4 million and were primarily driven by decreases to accounts receivable, net, other receivables, inventory and other noncurrent assets and liabilities and increases in accounts payable, accrued expenses, and deferred revenue, partially offset by operating lease payments.

Investing Activities. For the three months ended March 31, 2026, net cash used in investing activities was $46.5 million and was primarily comprised of investments in property and equipment to support our greenfield development and other initiatives, offset by the sale of property and equipment.

For the three months ended March 31, 2025, net cash used in investing activities was $55.0 million and was primarily comprised of investments in property and equipment to support our greenfield development and other initiatives, offset by the sale of property and equipment.

Financing Activities. For the three months ended March 31, 2026, net cash used in financing activities was $6.8 million and was primarily comprised of payments for the First Lien Term Loan and finance lease obligations, partially offset by proceeds related to the issuance of common stock under employee plans.

For the three months ended March 31, 2025, net cash used in financing activities was $60.9 million and was primarily comprised of payments for the First Lien Term Loan and finance lease obligations, partially offset by proceeds related to the issuance of common stock under employee plans.

Free Cash Flow

Free cash flow and free cash flow excluding growth capital expenditures are non-GAAP liquidity measures used by management as additional cash flow metrics. 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 property and equipment in a period, 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

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not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments or payments made for business acquisitions.

The following is a reconciliation of free cash flow and free cash flow excluding growth capital expenditures to net cash provided by operating activities for the periods presented.

	Three Months Ended March 31,
	2026			2025
Net cash provided by operating activities	$	79,660		$	87,550
Adjustments:
Less: Maintenance capital expenditures		(5,542	)		(10,461	)
Free cash flow excluding growth capital expenditures		74,118			77,089
Less: Growth capital expenditures		(41,144	)		(44,620	)
Free cash flow	$	32,974		$	32,469

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and estimates based on the facts and circumstances. Actual results could differ from those estimates.

The significant accounting policies and estimates used in preparation of the consolidated financial statements are described in our 2025 Form 10-K. There have been no material changes to our significant accounting policies during the three months ended March 31, 2026.

Recent Accounting Pronouncements

See Note 2 Summary of Significant Accounting Policies to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposure to market risk from the information provided in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10-K.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our President and Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2026 and concluded our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the President and Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Except as set forth in Note 14 Commitments and Contingencies to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes to the legal proceedings described in Part I Item 3. “Legal Proceedings” and Note 18 Commitments and Contingencies to the consolidated financial statements of our 2025 Form 10-K.

Item 1A. Risk Factors.

There have been no material changes to the risk factors described in Part I. Item 1A. "Risk Factors" of our 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plan Arrangements

During the three months ended March 31, 2026, none of the directors or officers of the Company adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined under Item 408 of Regulation S-K.

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Item 6. Exhibits.

Exhibit<br><br>Number	Description	Form	File. No	Exhibit	Filing Date	Filed/Furnished Herewith
2.1+	Agreement and Plan of Merger, dated as of February 17, 2026, by and among Mister Car Wash, Inc., MCW Parent, LP, Boson Merger Sub, Inc. and Mister Car Wash Holdings, Inc.	8-K	001-40542	2.1	02/18/2026
3.1	Amended and Restated Certificate of Incorporation of the Company	8-K	001-40542	3.2	06/01/2022
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company	8-K	001-40542	3.1	06/01/2023
3.3	Amended and Restated Bylaws of the Company	8-K	001-40542	3.2	07/02/2021
10.1	Form of Principal Stockholder Rollover Agreement	8-K	001-40542	10.1	02/18/2026
10.2	Support Agreement, dated as of February 17, 2026, by and among Mister Car Wash, Inc., Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC and MCW Parent, LP.	8-K	001-40542	10.2	02/18/2026
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.					**
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.					*
101.SCH	Inline XBRL Taxonomy Extension Schema Document					*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)					*

* Filed herewith.

** Furnished herewith.

† Indicates management contract or compensatory plan.

• Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

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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 thereunto duly authorized.

	Mister Car Wash, Inc.
Date: May 1, 2026	By:	/s/ John Lai
		John Lai
		Chairperson, President and Chief Executive Officer<br><br>(Principal Executive Officer)
Date: May 1, 2026	By:	/s/ Jedidiah Gold
		Jedidiah Gold
		Chief Financial Officer<br><br>(Principal Financial Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Lai, certify that:

• I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 of Mister Car Wash, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

• The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 1, 2026	By:	/s/ John Lai
		John Lai
		Chairman, President and Chief Executive Officer<br><br>(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jedidiah Gold, certify that:

• I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 of Mister Car Wash, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
• The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

• The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 1, 2026	By:	/s/ Jedidiah Gold
		Jedidiah Gold
		Chief Financial Officer<br><br>(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mister Car Wash, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 1, 2026	By:	/s/ John Lai
		John Lai
		Chairman, President and Chief Executive Officer<br><br>(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mister Car Wash, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 1, 2026	By:	/s/ Jedidiah Gold
		Jedidiah Gold
		Chief Financial Officer<br><br>(Principal Financial Officer)