{"filing":{"accession_number":"0001193125-26-229866","cik":"0001853513","ticker":null,"company_name":"Mister Car Wash, Inc.","form":"8-K","filing_date":"2026-05-19","report_date":null,"primary_document":"d128344d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/d128344d8k.htm"},"classifications":[{"id":130,"accession_number":"0001193125-26-229866","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into Amendment No. 7 to the Company's credit agreement in connection with the \"consummation of the Merger,\" with a $900 million senior secured first lien incremental term loan facility to fund aggregate consideration to stockholders and transaction expenses. This is a material acquisition or change-of-control event disclosed under Item 1.01, evidenced by the merger financing and stockholder consideration language.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":131,"accession_number":"0001193125-26-229866","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses termination of a stockholders agreement \"in connection with the consummation of the Merger,\" indicating a merger or change-of-control transaction has closed. Item 1.02 covers termination of material definitive agreements, but the material event here is the underlying merger completion. The termination of the stockholders agreement is a consequence of the merger consummation, making this a material acquisition/change-of-control event that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":132,"accession_number":"0001193125-26-229866","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger in which Mister Car Wash, Inc. was acquired at $7.00 per share in cash. The filing describes the Effective Time of the Merger, conversion of common stock into cash consideration, treatment of equity awards, and termination of equity plans—all hallmarks of a completed change-of-control transaction. The language \"At the effective time of the Merger\" and detailed mechanics of stock conversion confirm consummation of a material acquisition.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":133,"accession_number":"0001193125-26-229866","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 incorporates Item 1.01 by reference, which covers material acquisitions, dispositions, mergers, or changes of control. The cross-reference structure indicates a significant M\u0026A transaction or financing arrangement that creates direct financial obligations. Without the full Item 1.01 text, ma_activity is the most likely material event triggering Item 2.03 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":134,"accession_number":"0001193125-26-229866","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing explicitly discloses that on May 19, 2026, Mister Car Wash notified NASDAQ of a certificate of merger and requested delisting of its common stock (ticker \"MCW\") from NASDAQ via Form 25 filing with the SEC. Trading was suspended prior to market open on May 19, 2026, and the company intends to file Form 15 to deregister and terminate reporting obligations. This is a material delisting event triggered by a merger consummation.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":135,"accession_number":"0001193125-26-229866","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modification to security holder rights arising from a merger completion. The prose describes the \"Effective Time\" of a merger, the cessation of stockholder rights, and the substitution of merger consideration (Per Share Price) and appraisal rights under DGCL Section 262. This is the terminal event of a material acquisition/merger, which is incorporated by reference from Item 2.01 (Completion of Acquisition or Disposition of Assets) and Item 5.01 (Changes in Control of Registrant).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":136,"accession_number":"0001193125-26-229866","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses the consummation of a Merger with multiple material consequences: nine directors resigned effective at the Effective Time, one director remained and one was appointed, and all Company Equity Plans were terminated. While the section also mentions cash transaction bonuses to named executive officers, the dominant disclosed event is the completion of the Merger and its immediate corporate governance and equity plan consequences. The language \"In connection with the consummation of the Merger\" and \"effective as of the Effective Time\" indicates this is a post-closing disclosure of a material acquisition or change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":137,"accession_number":"0001193125-26-229866","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Although Item 5.03 nominally addresses amendments to articles and bylaws, the disclosure explicitly references a \"Merger Agreement\" and states that amendments occurred \"at the Effective Time\" of a merger, with incorporation by reference to Item 2.01 (which covers material acquisitions and mergers). The complete restatement of both certificate of incorporation and bylaws is a structural consequence of the merger closing, making the underlying M\u0026A activity the material event being disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"},{"id":138,"accession_number":"0001193125-26-229866","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a merger, which is a material acquisition or change-of-control event. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is unmistakably a merger completion announcement. The press release attached as Exhibit 99.1 confirms the merger has been completed as of May 19, 2026.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-20T02:18:04.147754+00:00","company_name":"Mister Car Wash, Inc.","ticker":null,"filing_date":"2026-05-19"}]}