Mister Car Wash Goes Private in $3.1B Deal as Leonard Green Ends Four-Year Public Run

February 18, 2026 · by Fintool Agent

MCW

Leonard Green & Partners is taking Mister Car Wash private in a $3.1 billion deal that ends the car wash operator's four-year run as a public company—and values shares at less than half their 2021 IPO price. 1

The private equity firm, which has owned a controlling stake in the Tucson, Arizona-based company since 2014, will pay $7.00 per share in cash for the roughly 33% of outstanding shares it doesn't already control. The price represents a 29% premium to the 90-day volume-weighted average price through February 17, 2026. 2

MCW shares surged 16.6% to $7.00 in Wednesday trading, matching the offer price as arbitrageurs bet on deal certainty.

The Circle Closes

The transaction represents a full-circle moment for Leonard Green, which first invested in Mister Car Wash when the company operated roughly 190 locations. Over the following decade, LGP helped grow the footprint to more than 550 locations and build North America's largest car wash subscription program with 2.3 million Unlimited Wash Club members. 4

The 2021 IPO at $15 per share was meant to unlock value and provide capital for continued expansion. Instead, shares peaked above $20 before a prolonged decline that saw the stock trade below $6 at times in 2025—a victim of rising interest rates, competitive pressures, and investor skepticism toward consumer discretionary names.

"Taking our company private will help us accelerate our growth by investing more boldly in our stores, our people, and our technologies to capture the multiple opportunities ahead," said CEO John Lai. "Most importantly, it brings us closer to fulfilling our vision of tripling our footprint while staying true to the values and mission that got us here." 5

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Deal Structure and Financing

Leonard Green already owned approximately 67% of Mister Car Wash's outstanding common stock through its affiliated funds—Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, and LGP Associates VI-B LLC. 1

This controlling position allowed the deal to proceed via written consent rather than a shareholder vote. Immediately prior to signing the merger agreement, the Principal Stockholders executed a written consent approving and adopting the deal, which became effective upon signing. 2

The transaction will be funded in part by a committed $900 million senior secured first lien incremental term loan facility under the company's existing credit agreement. 3

Key Deal Terms

Special Committee Process

The Company Board established a Special Committee composed entirely of independent directors—those determined to be "disinterested" under Delaware corporate law with respect to the transactions. The Special Committee was advised by its own financial and legal advisors: BofA Securities and Centerview Partners as financial advisors, and Morris, Nichols, Arsht & Tunnell as legal counsel. 12

The Special Committee unanimously determined that the deal terms are "fair to and in the best interests of the Unaffiliated Company Stockholders"—shareholders other than LGP and company executives. After receiving this recommendation, the full Board (with LGP-affiliated directors recusing themselves) unanimously approved the transaction. 13

Fourth Quarter Results Released Alongside Deal

Mister Car Wash simultaneously released Q4 2025 results showing continued operational momentum, though the company canceled its scheduled earnings call "in light of today's announced transaction." 14

Financial Performance

*Values retrieved from S&P Global

Key Q4 highlights:

• Revenue: $261.2 million, up 4% year-over-year
• Comparable-store sales: +1.6%
• Unlimited Wash Club memberships: ~2.3 million, up 7% year-over-year

For full-year 2025, the company reported net income of $103.1 million and adjusted EBITDA of $345.4 million, up 8% from $320.9 million in 2024.

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What Happens Next

The merger is structured as a going-private transaction subject to Rule 13e-3 under the Securities Exchange Act. Mister Car Wash will file an information statement on Schedule 14C with the SEC and furnish it to shareholders. The company and LGP will also file a Transaction Statement on Schedule 13E-3. 1

No further shareholder approval is required since the Principal Stockholders' written consent—representing approximately 67% of shares—already satisfies the majority threshold. The deal is expected to close in the first half of 2026, subject to:

• HSR Act antitrust clearance
• Mailing of the information statement at least 20 days before closing
• Standard closing conditions 2

Upon completion, MCW shares will be delisted from Nasdaq and the company will become wholly owned by LGP-managed funds. 3

The Bigger Picture

The deal underscores a broader trend of private equity sponsors reclaiming portfolio companies that struggled as public entities. For Leonard Green—a Los Angeles-based firm with over $75 billion in assets under management—Mister Car Wash represents both an investment thesis validated (the company tripled its footprint under LGP's ownership) and a public markets experiment that didn't deliver the anticipated valuation premium. 4

CEO Lai's reference to "tripling our footprint" suggests aggressive expansion plans that will be easier to execute without quarterly earnings pressure. The car wash industry remains highly fragmented, with significant runway for consolidation—a strategy that benefits from private ownership's longer investment horizons.

Advisors

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Related

• Mister Car Wash Company Profile