Mister Car Wash (MCW) Securities Lawsuit Investigation

Shamis & Gentile P.A., a law firm that advocates for investors who are victims of securities fraud, is investigating potential claims against Mister Car Wash Inc.

If you purchased or held Mister Car Wash securities and suffered losses, you may be eligible to join this securities investigation and seek compensation.

About Mister Car Wash

Mister Car Wash Inc (NASDAQ: MCW) is a Delaware corporation that operates a national network of conveyor car wash locations. Its business is anchored by the Unlimited Wash Club (UWC) subscription program, which provides recurring revenue through customer memberships. According to the company’s 2023 annual report, a majority of Mister Car Wash’s wash sales are tied to UWC memberships.

Mister Car Wash’s board and management team, as disclosed in its 2025 proxy statement, include both independent directors and several designees of its controlling stockholder, Leonard Green & Partners, L.P. (“LGP”).

Why is Mister Car Wash being investigated?

The investigation centers on the proposed transaction announced by Mister Car Wash on February 18, 2026, in which LGP, which is already the owner of approximately 67% of the company’s outstanding stock, will acquire all remaining shares from minority public stockholders in an all-cash deal valued at roughly $3.1 billion, or $7.00 per share.

This transaction would result in Mister Car Wash becoming a private company controlled entirely by LGP, according to the company’s 8-k SEC filing.

Although Mister Car Wash states that a special committee of independent and disinterested directors approved the transaction, some investors and analysts question the independence of this committee, given LGP’s significant influence and presence on the board.

There also appears to be no indication that the deal will be conditioned on the approval of a majority of the minority (MoM) stockholders, which some investors contend is a key protection in controller-led take-private transactions.

The investigation is examining whether LGP and the board of directors may have breached their fiduciary duties to stockholders in connection with the proposed merger.

Key Timeline

• February 17, 2026: Mister Car Wash signs a definitive merger agreement with an LGP affiliate to take the company private. Investors say the process and terms of this agreement are central to the investigation. LGP, holding about 67% of shares, delivers written consent approving the merger, eliminating the need for a minority stockholder vote. Investors contend this raises concerns about minority protections.
• February 18, 2026: Mister Car Wash publicly announces the merger agreement and details of the transaction, including the $7.00 per share offer and overall deal structure.
• April 19, 2026: Deadline for the “go-shop” or superior proposal window, after which deal protections may limit alternative offers. Investors argue this window is narrow and could deter competing bids.

Why may investors be concerned?

Stockholders and analysts have raised several concerns regarding the fairness and process of the proposed transaction:

• Controller Conflicts: LGP is both the controlling stockholder and the acquirer, which may create inherent conflicts of interest. Investors allege that this dual role raises questions about whether the transaction terms are fair to minority stockholders.
• Special Committee Independence: Although a special committee of “independent” directors was formed, some investors question whether these directors were truly independent from LGP’s influence, especially given LGP’s board designee rights and historical control of key committees.
• Lack of Majority-of-the-Minority Vote: The deal is not conditioned on approval by a majority of non-LGP stockholders. Instead, LGP’s written consent was sufficient to approve the merger, which some stockholders argue deprives the minority of meaningful input.
• Deal Protections: The merger agreement includes a $51.75 million termination fee and a limited window for alternative proposals, which investors allege could discourage competing bids.
• Potential Management Incentives: The possibility of management “rollover” equity or retention packages is disclosed but not finalized, leading some to question whether management’s interests are fully aligned with public stockholders.

What are possible legal pathways?

According to analysts and legal commentators, several legal avenues may be available to investors:

• Stockholder Derivative Actions: Investors may pursue derivative lawsuits on behalf of the company, alleging breaches of fiduciary duty by directors or controlling stockholders.
• Books and Records Demands (Section 220): Stockholders can seek company records to investigate potential wrongdoing or mismanagement in the transaction process.
• Appraisal Proceedings: Dissenting stockholders may seek a judicial determination of the fair value of their shares under Delaware law, as referenced in the merger terms.
• Regulatory Review: The transaction is subject to regulatory approvals, and disclosures may be reviewed by the SEC or other authorities.

What are the next steps?

This is an active investigation into potential breaches of fiduciary duty and other corporate-governance issues at Mister Car Wash Inc. If you owned MCW shares at the time of the alleged conduct (February 17–18, 2026) and continue to hold shares, you may have standing to participate in a derivative action on behalf of the company.

Stockholders have the right to:

• Request company books and records under Section 220 of the Delaware General Corporation Law to investigate potential wrongdoing
• Pursue derivative litigation if demand on the board is excused (for example, if a majority of directors are not independent)
• Seek appraisal of shares in connection with the merger, as provided in the merger agreement
• Petition for governance reforms or monetary relief for the company if breaches are proven

Participation in a derivative action does not guarantee compensation, and any recovery typically goes to the company rather than directly to individual investors. However, investors may benefit from improved governance or increased share value if reforms are implemented.

You may be entitled to compensation

Securities investigations and derivative actions are time-sensitive. If you purchased or held Mister Car Wash securities and suffered losses, you may be eligible to participate in this investigation and seek compensation or other remedies for the company.

To join the investigation, complete the form below as soon as possible to preserve your rights.