John Lai - Jun 12, 2023 Form 4 Insider Report for Mister Car Wash, Inc. (MCW)

Role: Chief Executive Officer
Signature: /s/ Markus Hartmann, as Attorney-in-Fact for John Lai
Stock symbol: MCW
Transactions as of: Jun 12, 2023
Transactions value $: -$2,265,385
Form type: 4
Date filed: 6/14/2023, 08:01 PM
Previous filing: Mar 3, 2023
Next filing: Jun 28, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MCW	Common Stock	Options Exercise	$131K	+198K	+7.87%	$0.66^*	2.72M	Jun 12, 2023	Direct
transaction	MCW	Common Stock	Sale	-$1.76M	-198K	-7.3%	$8.87	2.52M	Jun 12, 2023	Direct	F1, F2
transaction	MCW	Common Stock	Options Exercise	$51.3K	+77.7K	+8.1%	$0.66^*	1.04M	Jun 12, 2023	by The JLKL 2020 Irrevocable Family Trust
transaction	MCW	Common Stock	Sale	-$689K	-77.7K	-7.49%	$8.87	960K	Jun 12, 2023	by The JLKL 2020 Irrevocable Family Trust	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MCW	Stock Option (Right to Buy)	Options Exercise	$0	-198K	-13.32%	$0.00	1.29M	Jun 12, 2023	Common Stock	198K	$0.66	Direct	F3, F4
transaction	MCW	Stock Option (Right to Buy)	Options Exercise	$0	-77.7K	-3.33%	$0.00	2.25M	Jun 12, 2023	Common Stock	77.7K	$0.66	by The JLKL 2020 Irrevocable Family Trust	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.65 to $8.95. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F2	This amount reflects: the deduction of 38 shares erroneously included in Table I, Column 5 of the Reporting Person's Form 5 filed on 2/11/2022; and the exclusion of 320,000 Restricted Stock Units previously reported in Table I, Column 5 in the Form 4 filed on 6/30/22.
F3	The option is fully vested and exercisable.
F4	The option balance reported here includes 38 options which were omitted from the Form 3 filed on 6/25/2021, and subsequent Forms 4 filed on 7/1/2021, and 8/26/2021 due to administrative error.

Remarks:

All transactions reported in this Form 4 were executed pursuant to a 10b5-1 trading plan adopted on March 13, 2023.