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What changed in Mister Car Wash, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mister Car Wash, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+185 added−116 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-21)

Top changes in Mister Car Wash, Inc.'s 2025 10-K

185 paragraphs added · 116 removed · 111 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeKey Growth Drivers Grow Our UWC Members to Drive Predictable Earnings Growth and Higher Annual Customer Spend We believe there is an opportunity to continue to grow UWC penetration in core, acquired and greenfield locations. In 2024, we increased overall UWC penetration from 71% to 74% of total wash sales.
Biggest changeAdditional information about the Merger Agreement and the Merger will be set forth in the Information Statement and Rule 13e-3 Transaction Statement on Schedule 13E-3 to be filed in connection with the Merger, which have not yet been filed with the Securities and Exchange Commission (“SEC”). 4 Key Growth Drivers Grow Our UWC Members to Drive Predictable Earnings Growth and Higher Annual Customer Spend We believe there is an opportunity to continue to grow UWC penetration in core, acquired and greenfield locations.
Seasonality As a result of our presence in certain markets that are subject to seasonal weather patterns, some of our business is seasonal. However, our 21-state geographic diversity typically limits the weather impacts of a specific region on overall performance. Additionally, we do experience a majority of sales of UWC memberships during the first six months of the year.
Seasonality As a result of our presence in certain markets that are subject to seasonal weather patterns, some of our business is seasonal. However, our 21-state geographic diversity typically limits the weather impacts of any specific region on our overall performance. Additionally, we do experience a majority of sales of UWC memberships during the first six months of the year.
Our key purchases include car wash equipment and parts and wash chemicals. While we maintain a limited stock of parts and supplies for repairs and maintenance, most equipment, chemicals, and other supplies are purchased on an as-needed basis, which generally are shipped directly from the vendors to our 3 locations.
Our key purchases include car wash equipment and parts and wash chemicals. 5 While we maintain a limited stock of parts and supplies for repairs and maintenance, most equipment, chemicals, and other supplies are purchased on an as-needed basis, which generally are shipped directly from the vendors to our locations.
Our customer service, convenient locations and easy-to-manage membership programs have helped position our locations as the “go-to” destinations for our customers’ car wash needs. Markets As the largest national car wash brand, we have developed extensive resources and capabilities over our 25-year history.
Our customer service, convenient locations and easy-to-manage membership programs have helped position our locations as the “go-to” destinations for our customers’ car wash needs. Markets As the largest national car wash brand, we have developed extensive resources and capabilities over our 30-year history.
The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, at http://www.sec.gov. 5
The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, at http://www.sec.gov. 7
In addition, with over 2.1 million members, we offer North America's largest monthly car wash subscription program, Unlimited Wash Club® ( “ UWC”), as a flexible, quick and convenient option for customers to keep their cars clean Our purpose is simple: Inspire People to Shine®. This starts with our own people.
In addition, with approximately 2.3 million members, we offer North America's largest monthly car wash subscription program, Unlimited Wash Club® ( “ UWC”), as a flexible, quick and convenient option for customers to keep their cars clean. Our purpose is simple: Inspire People to Shine®. This starts with our own people.
As of December 31, 2024, we had approximately 48 trademark registrations and applications, including registrations for “Mister Car Wash,” “Hotshine,” “Mister Hotshine” and “Unlimited Wash Club,” and held two U.S. patents and one pending U.S. patent application. Our issued patents are expected to expire between 2025 and 2040. We have also registered the Internet domain name: “mistercarwash.com”.
As of December 31, 2025, we had approximately 51 trademark registrations and applications, including registrations for “Mister Car Wash,” “Hotshine,” “Mister Hotshine” and “Unlimited Wash Club,” and held two U.S. patents and one pending U.S. patent application. Our issued patents are expected to expire in 2040. We have also registered the Internet domain name: “mistercarwash.com”.
Item 1. Business Who We Are Founded in 1996, Mister Car Wash, Inc. is the largest national car wash brand, with 514 locations in 21 states, as of December 31, 2024.
Item 1. Business Who We Are Founded in 1996, Mister Car Wash, Inc. is the largest national car wash brand, with 548 locations in 21 states, as of December 31, 2025.
Products and Services Our car wash locations consist of two formats: (a) Express Exterior Locations (450) and (b) Interior Cleaning Locations (64) as of December 31, 2024. All locations offer express exterior wash packages and have exterior-only lanes. Express Exterior Locations Express Exterior Locations offer self-drive exterior cleaning services and include free vacuums available for customer use.
Products and Services Our car wash locations consist of two formats: (a) Express Exterior Locations (485) and (b) Interior Cleaning Locations (63) as of December 31, 2025. All locations offer express exterior wash packages and have exterior-only lanes. Express Exterior Locations Express Exterior Locations offer self-drive exterior cleaning services and include free vacuums available for customer use.
We post, and stockholders may access without charge, our recent filings and any amendments to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our Proxy Statement as soon as reasonably practicable after such reports are filed with the Securities and Exchange Commission ( “ SEC”). 4 We may use our website as a distribution channel of material information about the Company.
We post, and stockholders may access without charge, our recent filings and any amendments to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our Proxy Statement as soon as reasonably practicable after such reports are filed with the SEC. 6 We may use our website as a distribution channel of material information about the Company.
As of December 31, 2024, we employed approximately 6,640 team members, which is a 1% increase from the prior year. This increase was primarily due to adding 38 net new locations throughout the year.
As of December 31, 2025, including both front line team members and our headquarters team, we employed approximately 6,836 team members, which is a 3% increase from the prior year. This increase was primarily due to adding 34 net new locations throughout the year.
We estimate that the average UWC Member spends more than four times the retail car wash consumer, providing us an opportunity to increase our sales as penetration increases. At both greenfield and acquired locations, we have developed processes that have produced continued growth of UWC memberships.
In 2025, we increased overall UWC penetration from 74% to 76% of total wash sales. We estimate that the average UWC Member spends more than four times the retail car wash consumer, providing us an opportunity to increase our sales as penetration increases.
We plan to continue investing in this part of our growth strategy and have a development pipeline for future locations in existing and adjacent markets nationwide. Pursue Opportunistic Acquisitions in Highly Fragmented Industry We will continue to employ a disciplined approach to acquisitions, carefully selecting locations that meet our criteria for a potential Mister Car Wash site.
Pursue Opportunistic Acquisitions in Highly Fragmented Industry During 2025, we acquired five Whistle Express locations in Lubbock, Texas. We will continue to employ a disciplined approach to acquisitions, carefully selecting locations that meet our criteria for a potential Mister Car Wash site.
Build Upon Our Success in Opening Greenfield Locations During 2024, we successfully opened 39 greenfield locations and expect to primarily drive our future location growth through greenfield openings. We have developed a rigorous process for opening new greenfield locations, from site selection to post-opening local marketing initiatives, which has driven our greenfield performance consistently over time.
We have developed a rigorous process for opening new greenfield locations, from site selection to post-opening local marketing initiatives, which has driven our greenfield performance consistently over time. We plan to continue investing in this part of our growth strategy and have a development pipeline for future locations in existing and adjacent markets nationwide.
Through continuous R&D, Mister Car Wash has formulated a streamlined wash process that factors in conveyor length, line speed, water quality, mechanical equipment, ambient temperature and soil conditions. Suppliers and Distribution We maintain long-term relationships with our key vendors. We believe our scale and large volume purchases provide us leverage in securing competitive pricing.
Suppliers and Distribution We maintain long-term relationships with our key vendors. We believe our scale and large volume purchases provide us leverage in securing competitive pricing.
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Recent Developments 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”).
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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 the Principal Stockholders (as defined below) 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 General Corporation Law of the State of Delaware (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.
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In connection with the Merger, the board of directors of Mister Car Wash, Inc. established a special committee consisting only of directors that the board of directors determined to each be a “disinterested director” (as defined in Section 144 of the DGCL) with respect to the transactions contemplated by the Merger Agreement (the “Special Committee”) to, among other things, review and evaluate the transactions contemplated by the Merger Agreement, negotiate the Merger Agreement and recommend the Merger Agreement for approval by our board of directors or reject any proposals made by Leonard Green & Partners, L.P.
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(“LGP”) and/or LGP’s affiliates or affiliated funds and alternatives thereto.
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The Special Committee unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger, are fair to and in the best interests of the Unaffiliated Company Stockholders (which is defined as the stockholders of the Company, other than the Principal Stockholders and the executive officers of the Company); and (ii) recommended that our board of directors (a) determine that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to and in the best interests of our stockholders (in their capacity as such), (b) determine that it is in the best interests of our stockholders (in their capacity as such), and declare it advisable, to enter into the Merger Agreement and the other agreements, certificates, instruments or other documents entered into in connection with the Merger Agreement (the “Transaction Documents”) to which Mister Car Wash is a party, (c) approve the execution and delivery by Mister Car Wash of the Merger Agreement and the other Transaction Documents to which Mister Car Wash is a party, the performance by Mister Car Wash of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (d) recommend that our stockholders adopt the Merger Agreement in accordance with the DGCL, upon the terms and subject to the conditions of the Merger Agreement, and (e) direct that the Merger Agreement be submitted to our stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement (the recommendations described in clause (ii), the “Special Committee Recommendation”). 3 Our board of directors, acting upon the Special Committee Recommendation at a meeting attended by each member of the board of directors other than the directors affiliated with LGP, by unanimous vote of all directors in attendance, (i) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to and in the best interests of our stockholders (in their capacity as such), (ii) determined that it is in the best interests of our stockholders (in their capacity as such), and declared it advisable, to enter into the Merger Agreement and the other Transaction Documents to which Mister Car Wash is a party, (iii) approved the execution and delivery by Mister Car Wash of the Merger Agreement and the other Transaction Documents to which Mister Car Wash is a party, the performance by Mister Car Wash of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein, (iv) recommended that our stockholders adopt the Merger Agreement in accordance with the DGCL, upon the terms and subject to the conditions of the Merger Agreement, and (v) directed that the Merger Agreement be submitted to our stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement.
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Immediately prior to the execution and delivery of the Merger Agreement, Green Equity Investors VI, L.P.; Green Equity Investors Side VI, L.P.; LGP Associates VI-A LLC; and LGP Associates VI-B LLC (collectively, the “Principal Stockholders”), all of which are affiliates and/or affiliated funds of LGP and who on the date of the Merger Agreement collectively held approximately 67% of our common stock, executed and delivered a written consent to us (the “Written Consent”).
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The Written Consent approved and adopted the Merger Agreement in accordance with the DGCL and became effective immediately following the execution of the Merger Agreement. No further approval of our stockholders is required to adopt the Merger Agreement.
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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.
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Consummation of the Merger is subject to certain conditions set forth in the Merger Agreement, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock entitled to vote in accordance with the DGCL (which has been received through the Written Consent), (ii) the mailing of a written information statement of the type contemplated by Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Information Statement”) to our stockholders at least twenty (20) calendar days prior to the consummation of the Merger (the “Closing”), (iii) the expiration or termination of any waiting periods (and any extensions thereof) applicable to the consummation of the Merger pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of any clearance or other affirmative approvals applicable to the Merger under antitrust laws or foreign investment laws; (iv) the absence of any law or order issued by a governmental authority of competent jurisdiction that prohibits, makes illegal or enjoins the consummation of the Merger; (v) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement, subject to specified materiality qualifications; (vi) the parties’ performance of and compliance with their respective pre-Closing covenants and obligations in the Merger Agreement in all material respects; and (vii) the delivery by each party to the other party of a certificate certifying compliance with the conditions described in clauses (v) and (vi).
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Parent has obtained debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement and paying related fees and expenses.
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Certain financial institutions have severally committed to provide Borrower with a $900 million senior secured first lien incremental term loan facility under the amended and restated first lien credit agreement entered into on May 14, 2019, as amended, on the terms set forth in the related debt commitment letter.
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The obligations of such financial institutions to provide debt financing under the debt commitment letter are subject to a number of customary conditions. Pursuant to the Merger Agreement, Mister Car Wash is required to provide Parent with customary cooperation in connection with the debt financing.
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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 and Exchange Act of 1934, as amended.
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At both greenfield and acquired locations, we have developed processes that have produced continued growth of UWC memberships. Build Upon Our Success in Opening Greenfield Locations During 2025, we successfully opened 29 greenfield locations and expect to primarily drive our future location growth through greenfield openings.
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Through continuous R&D, Mister Car Wash developed our exclusive Titanium 360°®, that utilizes Titanium Dioxide to provide underbody corrosion resistance, water repellency, and a mirror-like finish. Titanium 360°® is paired with our proprietary Unity Chemistry™ system which creates a streamlined wash process that factors in conveyor length, line speed, water quality, mechanical equipment, ambient temperature and soil conditions.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLastly, changes in the scope of our operations, including expanding into new geographies, could increase our income tax liabilities and have an adverse impact on our effective tax rate. 9 Risks Related to Our Indebtedness and Capital Requirements Our indebtedness could adversely affect our financial health and competitive position.
Biggest changeLastly, changes in the scope of our operations, including expanding into new geographies, could increase our income tax liabilities and have an adverse impact on our effective tax rate. 11 Risks Related to the Merger On February 17, 2026, we entered into the Merger Agreement with Parent, Merger Sub and 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 surviving the Merger as the surviving corporation and a wholly owned subsidiary of Parent.
UWC Members can cancel their membership at any time and may decide to cancel or forego memberships due to any number of reasons, including increased prices for UWC membership or for our services, quality issues with our services, harm to our reputation or brand, seasonal usage, or individuals’ personal economic pressures, as well as potential increasing governmental regulation of automatically renewing subscription programs, and such cancellations may contribute to a net decline, plateau, or continued slower growth plateau in UWC Members, resulting in a potential material adverse effect on revenue and our growth strategies.
UWC Members can cancel their membership at any time and may decide to cancel or forego memberships due to any number of reasons, including increased prices for our services, quality issues with our services, harm to our reputation or brand, seasonal usage, or individuals’ personal economic pressures, as well as potential increasing governmental regulation of automatically renewing subscription programs, and such cancellations may contribute to a net decline, plateau, or continued slower growth plateau in UWC Members, resulting in a potential material adverse effect on revenue and our growth strategies.
These provisions include: • establishing a classified Board such that not all members of the Board are elected at one time; • allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our Board and granting to our Board the sole power (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the Stockholders’ Agreement) to fill any vacancy on the Board; • providing that our stockholders may remove members of our Board only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of our then-outstanding stock, following such time as LGP ceases to beneficially own, in the aggregate, at least 50% of the voting power of our common stock; • authorizing the issuance of “blank check” preferred stock by our Board, without further stockholder approval, to thwart a takeover attempt; • prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders), if LGP ceases to beneficially own, in the aggregate, at least 50% of the voting power of our common stock; • eliminating the ability of stockholders to call a special meeting of stockholders, except for LGP for so long as LGP beneficially owns, in the aggregate, at least 50% of the voting power of our common stock; • establishing advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon at annual stockholder meetings; and • requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our certificate of incorporation or bylaws if LGP ceases to beneficially own, in the aggregate, at least 50% of the voting power of our common stock.
These provisions include: • establishing a classified Board such that not all members of the Board are elected at one time; • allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our Board and granting to our Board the sole power (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the Stockholders’ Agreement) to fill any vacancy on the Board; • providing that our stockholders may remove members of our Board only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of our then-outstanding stock, following such time as LGP ceases to beneficially own, in the aggregate, at least 50% of the voting power of our common stock; • authorizing the issuance of “blank check” preferred stock by our Board, without further stockholder approval, to thwart a takeover attempt; 20 • prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders), if LGP ceases to beneficially own, in the aggregate, at least 50% of the voting power of our common stock; • eliminating the ability of stockholders to call a special meeting of stockholders, except for LGP for so long as LGP beneficially owns, in the aggregate, at least 50% of the voting power of our common stock; • establishing advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon at annual stockholder meetings; and • requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our certificate of incorporation or bylaws if LGP ceases to beneficially own, in the aggregate, at least 50% of the voting power of our common stock.
The credit agreements governing our Credit Facilities contain, and any agreements evidencing or governing other future debt may contain, certain restrictive covenants that limit our ability, among other things, to engage in certain activities that are in our long-term best interests, including our ability to: • incur liens; • incur or assume additional debt or amend our debt and other material agreements; • issue certain disqualified stock; • declare or make dividends or distributions and redeem, repurchase or retire equity interests; • prepay, redeem or repurchase debt; • make investments, loans, advances, guarantees and acquisitions; • enter into agreements restricting the ability to pay dividends or grant liens securing the obligations under the credit agreements; • amend or modify governing documents; • enter into transactions with affiliates; • engage in certain business activities or alter the business conducted by us and our restricted subsidiaries; and • engage in certain mergers, consolidations and asset sales.
The credit agreements governing our credit facilities contain, and any agreements evidencing or governing other 14 future debt may contain, certain restrictive covenants that limit our ability, among other things, to engage in certain activities that are in our long-term best interests, including our ability to: • incur liens; • incur or assume additional debt or amend our debt and other material agreements; • issue certain disqualified stock; • declare or make dividends or distributions and redeem, repurchase or retire equity interests; • prepay, redeem or repurchase debt; • make investments, loans, advances, guarantees and acquisitions; • enter into agreements restricting the ability to pay dividends or grant liens securing the obligations under the credit agreements; • amend or modify governing documents; • enter into transactions with affiliates; • engage in certain business activities or alter the business conducted by us and our restricted subsidiaries; and • engage in certain mergers, consolidations and asset sales.
Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to: • finance unanticipated working capital requirements; • open new greenfield locations; • develop or enhance our infrastructure and our existing services; • acquire complementary businesses, assets or services; • ensure the availability of sale-leaseback arrangements when we engage in an acquisition; • fund strategic relationships, including joint ventures and co-investments; • fund additional implementation engagements; and • respond to competitive pressures.
Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to: • finance unanticipated working capital requirements; • open new greenfield locations; • develop or enhance our infrastructure and our existing services; • acquire complementary businesses, assets or services; • ensure the availability of sale-leaseback arrangements when we engage in an acquisition; • fund strategic relationships, including joint ventures and co-investments; 15 • fund additional implementation engagements; and • respond to competitive pressures.
Although we currently comply with the NASDAQ rules applicable to companies that do not qualify as a “controlled company,” as a “controlled company,” in the future we may elect not to comply with certain corporate governance standards, including the requirements: 14 • that a majority of our board of directors consist of independent directors; • that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • that the nominating function of our board of directors be exercised by independent directors or by an independent committee.
Although we currently comply with the NASDAQ rules applicable to companies that do not qualify as a “controlled company,” as a “controlled company,” in the future we may elect not to comply with certain corporate governance standards, including the requirements: • that a majority of our board of directors consist of independent directors; • that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and • that the nominating function of our board of directors be exercised by independent directors or by an independent committee.
To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties may challenge, invalidate, circumvent, infringe or misappropriate our intellectual property or the intellectual property of our third-party licensors, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm.
To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties may challenge, invalidate, circumvent, infringe or misappropriate our intellectual property or the intellectual property of our third-party licensors, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, 18 which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm.
Our amended and restated certificate of incorporation will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors or stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our or our subsidiaries’ employees.
Our amended and restated certificate of incorporation will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors or 19 stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our or our subsidiaries’ employees.
These costs and losses may not be adequately covered by applicable insurance coverage or other contractual rights available to us. 13 We must comply with increasingly and complex privacy and security laws and regulations in the United States, including the California Consumer Privacy Act (the “CCPA”), as amended, and state data privacy laws that have been enacted to date.
These costs and losses may not be adequately covered by applicable insurance coverage or other contractual rights available to us. We must comply with increasingly and complex privacy and security laws and regulations in the United States, including the California Consumer Privacy Act (the “CCPA”), as amended, and other state data privacy laws that have been enacted to date.
While we expect to obtain necessary approvals for our operations, as with all governmental permitting processes, there is a degree of uncertainty as to whether a particular permit will be granted, the time it will take for such permit to be issued, and the conditions that may be imposed in connection with the granting of such permit.
While we 16 expect to obtain necessary approvals for our operations, as with all governmental permitting processes, there is a degree of uncertainty as to whether a particular permit will be granted, the time it will take for such permit to be issued, and the conditions that may be imposed in connection with the granting of such permit.
Water service interruptions are also possible due to severe weather events, including winter storms and freezing conditions in colder climate locations, high wind conditions in areas known to experience tornados, earthquakes in areas known to experience seismic activity, high water conditions in areas located in or near designated flood plains, hurricanes, and severe electrical storms.
Water service interruptions are also possible due to severe weather events, including winter storms and freezing conditions in colder climate locations, high wind conditions in 17 areas known to experience tornados, earthquakes in areas known to experience seismic activity, high water conditions in areas located in or near designated flood plains, hurricanes, and severe electrical storms.
In addition, we are 11 subject to environmental laws pursuant to which we could be strictly liable for any contamination at our current or former locations, or at third-party waste disposal sites, regardless of our knowledge of or responsibility for such contamination. Our locations are subject to certain environmental laws and regulations.
In addition, we are subject to environmental laws pursuant to which we could be strictly liable for any contamination at our current or former locations, or at third-party waste disposal sites, regardless of our knowledge of or responsibility for such contamination. Our locations are subject to certain environmental laws and regulations.
New federal or state legislation or regulations on greenhouse gas 12 (“GHG”) emissions that may be imposed in areas of the United States in which we conduct business and that apply to our operations could adversely affect our business.
New federal or state legislation or regulations on greenhouse gas (“GHG”) emissions that may be imposed in areas of the United States in which we conduct business and that apply to our operations could adversely affect our business.
Although we believe these 16 provisions benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers.
Although we believe these provisions benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers.
A registration statement covering such shares has been filed and has been declared effective. Any sales 15 of securities by these stockholders could have a material and adverse effect on the trading price of our common stock.
A registration statement covering such shares has been filed and has been declared effective. Any sales of securities by these stockholders could have a material and adverse effect on the trading price of our common stock.
Additionally, these risks which are beyond our control, could adversely affect operating costs and administrative expenses such as wages, benefits, supplies and 7 inventory costs, legal claims, insurance costs and borrowing costs. Any such increase could reduce our sales and profit margins if we do not choose, or are unable, to pass the increased costs to our customers.
Additionally, these risks which are beyond our 9 control, could adversely affect operating costs and administrative expenses such as wages, benefits, supplies and inventory costs, legal claims, insurance costs and borrowing costs. Any such increase could reduce our sales and profit margins if we do not choose, or are unable, to pass the increased costs to our customers.
Any shortage or interruption to our supply chain could reduce our sales and profit margins, which in turn may materially and adversely affect our business and results of operations. 8 Our locations may experience difficulty hiring and retaining qualified personnel, resulting in higher labor costs.
Any shortage or interruption to our supply chain could reduce our sales and profit margins, which in turn may materially and adversely affect our business and results of operations. 10 Our locations may experience difficulty hiring and retaining qualified personnel, resulting in higher labor costs.
The historical transportation, distribution and storage of motor fuels (diesel fuel and gasoline) and other chemicals are subject to environmental protection and operational safety laws and regulations. As of December 31, 2024, we do not dispense gasoline or diesel fuels at any locations.
The historical transportation, distribution and storage of motor fuels (diesel fuel and gasoline) and other chemicals are subject to environmental protection and operational safety laws and regulations. As of December 31, 2025, we do not dispense gasoline or diesel fuels at any locations.
We may not be able to maintain and enhance our reputation and brand recognition, which are key contributors to successful implementation of our growth strategies. We believe that maintaining and enhancing our reputation and brand recognition are critical to our relationships with existing customers and our ability to attract new customers.
We may not be able to maintain and enhance our reputation and brand recognition, which are key contributors to successful implementation of our growth strategies. We believe that maintaining and enhancing our reputation and brand recognition are important to our relationships with existing customers and our ability to attract new customers.
As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment. 17 Item 1B. Unresolved Staff Comments None.
As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment. 21 Item 1B. Unresolved Staff Comments None.
(“LGP”) has more than 50% of the voting power for the election of directors, and, as a result, we are considered a “controlled company” for the purposes of the Nasdaq Stock Market (“NASDAQ”).
LGP has more than 50% of the voting power for the election of directors, and, as a result, we are considered a “controlled company” for the purposes of the Nasdaq Stock Market (“NASDAQ”).
We cannot assure you that our 6 growth strategy will be successful, or that such expansion will be completed in the time frames or at the costs we estimate.
We cannot assure you that our 8 growth strategy will be successful, or that such expansion will be completed in the time frames or at the costs we estimate.
Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, as well as provisions of the Delaware General Corporation Law (“DGCL”), could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares.
Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, as well as provisions of the DGCL, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares.
Risks Related to Ownership of Our Common Stock We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. Leonard Green & Partners, L.P.
Risks Related to Ownership of Our Common Stock We are a “controlled company” within the meaning of the NASDAQ rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.
Because our UWC subscription program accounted for 74% of our total wash sales in 2024, and we estimate that the average UWC Member spends more than four times than the average retail car wash consumer, our continued business and revenue growth is largely dependent on our ability to continue to attract and retain UWC Members.
Because our UWC subscription program accounted for 76% of our total wash sales in 2025, and we estimate that the average UWC Member spends approximately seven times than the average retail car wash consumer, our continued business and revenue growth is largely dependent on our ability to continue to attract and retain UWC Members.
As of December 31, 2024, we had $67.5 million of cash and cash equivalents, which were held for working capital purposes.
As of December 31, 2025, we had $28.5 million of cash and cash equivalents, which were held for working capital purposes.
We intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new services, enhance our existing services and operating infrastructure and potentially acquire complementary businesses and assets. For the year ended December 31, 2024, our net cash provided by operating activities was $248.6 million.
We intend to continue to make significant investments to support our business growth, respond to business challenges or opportunities, develop new services, enhance our existing services and operating infrastructure, open additional greenfield locations and potentially acquire complementary businesses and assets. For the year ended December 31, 2025, our net cash provided by operating activities was $285.7 million.
Shortages or interruptions in the supply of car wash equipment and other supplies could occur for reasons within or beyond the control of us and the supplier. Decreased fuel supplies are anticipated to increase fuel prices, which may adversely impact our transportation costs.
We also do not carry a significant inventory of such equipment. Shortages or interruptions in the supply of car wash equipment and other supplies could occur for reasons within or beyond the control of us and the supplier. Decreased fuel supplies are anticipated to increase fuel prices, which may adversely impact our transportation costs.
An event of default would permit the lending banks under the facility to take certain actions, including terminating all outstanding commitments and declaring all amounts outstanding under our credit facility to be immediately due and payable, including all outstanding borrowings, accrued and unpaid interest thereon, and all other amounts owing or payable with respect to such borrowings and any terminated commitments. 10 In addition, the lenders would have the right to proceed against the collateral we granted to them, which includes substantially all of our assets.
An event of default would permit the lending banks under the facility to take certain actions, including terminating all outstanding commitments and declaring all amounts outstanding under our credit facility to be immediately due and payable, including all outstanding borrowings, accrued and unpaid interest thereon, and all other amounts owing or payable with respect to such borrowings and any terminated commitments.
Our ability to generate cash is subject, to a certain extent, to our ability to successfully execute our business strategy, including acquisition activity, as well as general economic, financial, competitive, regulatory and other factors beyond our control.
To service this debt and any additional debt we may incur in the future, we need to generate cash. Our ability to generate cash is subject, to a certain extent, to our ability to successfully execute our business strategy, including acquisition activity, as well as general economic, financial, competitive, regulatory and other factors beyond our control.
Our ability to secure such equipment and supplies from alternative sources as needed may be time-consuming or expensive or may cause a temporary disruption in our supply chain. We do not have a supplier contract with our main supplier of car wash tunnel equipment, and our orders are based on purchase orders.
Our ability to secure such equipment and supplies from alternative sources as needed may be time-consuming or expensive or may cause a temporary disruption in our supply chain. As such, we are subject to the risk that a supplier may not continue to provide us with the required car wash tunnel equipment.
General global economic downturns and macroeconomic trends, including heightened inflation, capital market volatility, interest rate fluctuations, tariffs and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our services and exacerbate some of the other risks that affect our business, financial condition and results of operations.
A general economic downturn and negative macroeconomic trends may result in unfavorable conditions that could negatively affect demand for our services and exacerbate some of the other risks that affect our business, financial condition and results of operations.
Global economic conditions, including inflation and supply chain disruptions, and other increased operating costs could adversely affect our operations.
Global economic conditions, including inflation and supply chain disruptions, and other increased operating costs could adversely affect our operations. There are indications of increased economic uncertainty in the U.S. including the potential for an economic decline.
The promotion of our brand may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive.
Presently, we use a mix of traditional and digital marketing tactics and channels to promote our brand. As our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive.
As of December 31, 2024, we had $920.4 million of indebtedness outstanding pursuant to an amended and restated first lien credit agreement entered into on May 14, 2019, as amended, (“First Lien Term Loan”). To service this debt and any additional debt we may incur in the future, we need to generate cash.
Risks Related to Our Indebtedness and Capital Requirements Our indebtedness could adversely affect our financial health and competitive position. As of December 31, 2025, we had $800.1 million of indebtedness outstanding pursuant to an amended and restated first lien credit agreement entered into on May 14, 2019, as amended, (“First Lien Term Loan”).
Removed
Domestic markets experienced significant inflationary pressures in fiscal year 2024. The U.S. Federal Reserve's approach to interest rates or other government actions taken to reduce inflation could also result in recessionary pressures.
Added
Impacts of such general economic uncertainty include, without limitation: reduced credit availability; reduced liquidity; volatility in credit, equity and foreign exchange markets; increasing job losses, bankruptcies and fluctuating interest rates.
Removed
As such, we are subject to the risk that a supplier will not continue to provide us with the required car wash tunnel equipment. We also do not carry a significant inventory of such equipment.
Added
Parent and Merger Sub are affiliates of LGP. The Merger may not be completed on the timeline currently contemplated, or at all, and failure to complete the Merger may result in material adverse consequences to our business and operations and the price of our common stock.
Added
Consummation of the Merger is subject to certain conditions set forth in the Merger Agreement, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock entitled to vote in accordance with the DGCL (which has been received through the Written Consent), (ii) the mailing of the Information Statement to our stockholders at least twenty (20) calendar days prior to the Closing, (iii) the expiration or termination of any waiting periods (and any extensions thereof) applicable to the consummation of the Merger pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of any clearance or other affirmative approvals applicable to the Merger under antitrust laws or foreign investment laws; (iv) the absence of any law or order issued by a governmental authority of competent jurisdiction that prohibits, makes illegal or enjoins the consummation of the Merger; (v) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement, subject to specified materiality qualifications; (vi) the parties’ performance of and compliance with their respective pre-Closing covenants and obligations in the Merger Agreement in all material respects; and (vii) the delivery by each party to the other party of a certificate certifying compliance with the conditions described in clauses (v) and (vi).
Added
There is no assurance that all of the various conditions will be satisfied within the expected timeframe, or at all.
Added
We are subject to a number of risks relating to the announcement and pendency of the Merger, including the following: • we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees and maintaining our relationships with existing customers and obtaining potential new customers; • we may experience an event, change or other circumstances that could give rise to the termination of the Merger Agreement, including in circumstances requiring us to pay a $31,250,000 termination fee to LGP; and • the trading price of our common stock may experience increased volatility or decrease to the extent that the current market price reflects a market assumption that the Merger will be completed.
Added
If the Merger is not consummated, the risks described above may materialize or be worsened, and they may have a material adverse effect on our business, results of operations, financial condition and the price of our common stock, particularly to the extent that the current market price reflects a market assumption that the Merger will be completed.
Added
Furthermore, investor confidence could decline, stockholder litigation could be brought against us, our directors and/or our officers, relationships with existing and prospective customers, service providers, investors, lenders and other business partners may be adversely impacted, we may be unable to attract or retain key personnel, our employees could be distracted and profitability may be adversely impacted due to costs incurred in connection with the pending Merger.
Added
We may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of our common stock would return to the prices at which our common stock traded prior to the failure of the proposed Merger.
Added
If the Merger is not consummated, our stockholders will not receive any payment for their shares of our common stock in connection with the Merger.
Added
Instead, we will remain a public company, our common stock will continue to be listed and traded on The Nasdaq Stock Market LLC and registered under the Securities Exchange Act of 1934, as amended, and we will be required to continue to file periodic reports with the Securities and Exchange Commission.
Added
Even if successfully completed, there are certain risks to our stockholders from the Merger, including: • the fact that receipt of the all-cash per share consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and • the fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in the value of the Company. 12 We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, customers and other third-party business partners.
Added
Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business. Uncertainty about the effect of the Merger on employees, customers, suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of Mister Car Wash.
Added
These uncertainties may impair our ability to attract, retain and motivate key personnel pending the consummation of the Merger, as such personnel may experience uncertainty about their future roles following the consummation.
Added
Additionally, these uncertainties could cause customers, suppliers, vendors and others who deal with us to defer decisions concerning working with us, seek to change existing business relationships with Mister Car Wash or fail to extend an existing relationship with us. In addition, competitors may target our existing customers by highlighting potential uncertainties that may result from the Merger.
Added
Changes to or termination of existing business relationships could adversely affect our revenue, earnings and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.
Added
While the Merger is pending and the Merger Agreement is in effect, we are subject to restrictions on our business activities. While the Merger is pending and the Merger Agreement is in effect, we are generally required to conduct our business in the ordinary course of business in all material respects.
Added
Mister Car Wash is also subject to customary operating restrictions between during the pendency of the Merger.
Added
These include restrictions on our ability to take certain material actions, including issuing shares or paying dividends, entering into certain material contracts, incurring or assuming material debt, or acquiring another business or entering into a joint venture, in each case, subject to certain exceptions.
Added
These restrictions could prevent us from pursuing strategic business opportunities and taking actions with respect to our business that we may consider advantageous and may, as a result, materially and adversely affect our business, results of operations and financial condition.
Added
Adverse effects arising from these restrictions during the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement.
Added
The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.
Added
The Merger Agreement contains provisions that may discourage third parties from submitting acquisition proposals to Mister Car Wash, even if such third party were prepared to pay consideration with a higher value than the value of the consideration in the Merger. The Merger Agreement generally prohibits Mister Car Wash from soliciting any competing acquisition proposal.
Added
In addition, the Merger Agreement requires us to notify Parent and provide certain information if we receive certain inquiries related to a competing acquisition proposal, which might deter third parties from proposing alternative acquisition proposals.
Added
Although the Merger Agreement permits us to terminate the Merger Agreement in order to enter into an acquisition agreement with respect to a “Superior Proposal” (as defined in the Merger Agreement), we would be required to pay a termination fee of $31,250,000 to Parent, which might cause a potential competing acquirer to propose to pay a lower price than it might otherwise have proposed to pay.
Added
The Merger Agreement also requires us to pay Parent a termination fee of $31,250,000 if the Merger Agreement is terminated in certain circumstances and, within 12 months of such termination, we consummate a similar acquisition transaction or enter into a definitive agreement for a similar acquisition transaction which is later consummated, which might cause a potential acquirer to propose to pay a lower price than it might otherwise have proposed to pay.
Added
If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses. If the Merger is not completed, in certain circumstances, we could be required to pay a termination fee of $31,250,000 to Parent.
Added
If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes or other uses.
Added
For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business, results of operations or financial condition, which in turn would materially and adversely affect the price of our common stock. 13 We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.
Added
We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed.
Added
There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses.
Added
Many of these fees and costs will be payable by us regardless of whether or not the pending Merger is consummated and may relate to activities that we would not have undertaken other than to complete the Merger. Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.
Added
Lawsuits may be filed against us, our board of directors or other parties to the Merger Agreement challenging the Merger Agreement or the Merger or making other claims in connection therewith. Such lawsuits may be brought by our purported stockholders and may seek, among other things, to enjoin consummation of the Merger.
Added
One of the conditions to the consummation of the Merger is the absence of any law or order issued by a governmental authority of competent jurisdiction that prohibits, makes illegal or enjoins the consummation of the Merger.
Added
As such, if the plaintiffs in such potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Merger on the agreed upon terms, then such injunction may prevent the Merger from becoming effective, or from becoming effective within the expected timeframe.
Added
If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.
Added
The Merger Agreement provides that, at the effective time of the Merger, each share of our common stock (other than Dissenting Company Shares and certain other shares held by or contributed to Parent at the Closing) will be automatically converted into the right receive cash in an amount equal to the Per Share Price ($7.00), without interest.
Added
If the Merger is consummated, our stockholders (other than the Principal Stockholders and other certain stockholders contributing shares to Parent at the Closing) will no longer hold interests in Mister Car Wash and, therefore, will not be entitled to benefit from any potential future appreciation in the value of Mister Car Wash.
Added
In addition, the lenders would have the right to proceed against the collateral we granted to them, which includes substantially all of our assets.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed9 unchanged
Biggest changeItem 1C. Cybersecurity Cybersecurity Risk Management and Strategy As a component of our overall risk management system and processes, we have a risk-based cybersecurity program, dedicated to protecting our data as well as data belonging to consumers (including UWC Members), employees and suppliers.
Biggest changeItem 1C. Cybersecurity Risk Management and Strategy As a component of our overall risk management system and processes, we have a risk-based cybersecurity program, dedicated to protecting our data as well as data belonging to consumers (including UWC Members), employees and suppliers.
Management provides periodic reports to the Audit Committee regarding cybersecurity and other information technology risks, as well as our plans to mitigate cybersecurity risks and to respond to any breaches, and to the Nominating and Corporate Governance Committee regarding governance matters related to cybersecurity and other information technology risks. 18
Management provides periodic reports to the Audit Committee regarding cybersecurity and other information technology risks, as well as our plans to mitigate cybersecurity risks and to respond to any breaches, and to the Nominating and Corporate Governance Committee regarding governance matters related to cybersecurity and other information technology risks. 22

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeThe chart below provides a breakdown of our operating car wash locations as of December 31, 2024: State Locations Alabama 13 Arizona 20 California 59 Colorado 11 Florida 83 Georgia 22 Idaho 8 Illinois 3 Iowa 19 Maryland 2 Michigan 31 Minnesota 32 Mississippi 8 Missouri 9 New Mexico 24 Pennsylvania 6 Tennessee 16 Texas 91 Utah 23 Washington 17 Wisconsin 17 Total 514
Biggest changeThe chart below provides a breakdown of our operating car wash locations as of December 31, 2025: State Locations Alabama 13 Arizona 24 California 66 Colorado 12 Florida 86 Georgia 22 Idaho 8 Illinois 3 Iowa 19 Maryland 2 Michigan 36 Minnesota 34 Mississippi 8 Missouri 9 New Mexico 25 Pennsylvania 6 Tennessee 16 Texas 98 Utah 24 Washington 19 Wisconsin 18 Total 548
Item 2. Properties We lease 25,350 and own 27,973 square feet of office space at our corporate headquarters in Tucson, Arizona. As of December 31, 2024, we leased 459 locations and owned 55 locations.
Item 2. Properties We lease 25,350 and own 27,973 square feet of office space at our corporate headquarters in Tucson, Arizona. As of December 31, 2025, we leased 485 locations and owned 63 locations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed3 unchanged
Biggest changeIf management’s estimates prove incorrect, we could incur a charge to earnings which could have a material and adverse effect on our business, results of operations, and financial condition. We are not party to any material legal proceedings.
Biggest changeIf management’s estimates prove incorrect, we could incur a charge to earnings which could have a material and adverse effect on our business, results of operations, and financial condition. We are not party to any material legal proceedings. 23 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−0 removed4 unchanged
Biggest changeThe graph assumes that the value of the investment in our stock and in each index was $100 at June 25, 2021, and that all dividends were reinvested. 6/25/21 12/31/21 12/31/22 12/31/23 12/31/24 Mister Car Wash, Inc. $ 100.00 $ 90.00 $ 45.00 $ 43.00 $ 36.00 S&P 1500 Consumer Services $ 100.00 $ 105.00 $ 90.00 $ 115.00 $ 134.00 S&P 500 Total Return $ 100.00 $ 112.00 $ 92.00 $ 116.00 $ 145.00 Russell 2000 $ 100.00 $ 97.00 $ 76.96 $ 89.99 $ 100.37 Item 6. [Reserved] 21
Biggest changeThe graph assumes that the value of the investment in our stock and in each index was $100 at June 25, 2021, and that all dividends were reinvested. 6/25/21 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Mister Car Wash, Inc. $ 100.00 $ 90.00 $ 45.00 $ 43.00 $ 36.00 $ 27.00 S&P 1500 Consumer Services $ 100.00 $ 105.00 $ 90.00 $ 115.00 $ 134.00 $ 138.00 S&P 500 Total Return $ 100.00 $ 112.00 $ 92.00 $ 116.00 $ 145.00 $ 171.00 Russell 2000 $ 100.00 $ 97.00 $ 76.96 $ 89.99 $ 100.37 $ 113.00 24
From June 25, 2021 through December 31, 2024, our common stock was listed on the New York Stock Exchange under the symbol “MCW”. Prior to June 2021, there was no public trading market for our common stock . Holders of Record As of February 13, 2025, there were 1,282 holders of record of our common stock.
From June 25, 2021 through December 31, 2024, our common stock was listed on the New York Stock Exchange under the symbol “MCW”. Prior to June 2021, there was no public trading market for our common stock . Holders of Record As of February 13, 2026, there were 1,268 holders of record of our common stock.
Issuer Purchases of Equity Securities During the quarter ended December 31, 2024, we did not repurchase any equity securities.
Issuer Purchases of Equity Securities During the quarter ended December 31, 2025, we did not repurchase any equity securities.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

51 edited+21 added−3 removed51 unchanged
Biggest changeYear Ended December 31, 2024 2023 (Dollars in thousands) Amount % of Revenue Amount % of Revenue Net revenues $ 994,727 100 % $ 927,070 100 % Costs and expenses: Cost of labor and chemicals 290,705 29 % 279,375 30 % Other store operating expenses 404,675 41 % 363,717 39 % General and administrative 107,980 11 % 105,708 11 % Loss on sale of assets, net 12,435 1 % 125 0 % Total costs and expenses 815,795 82 % 748,925 81 % Operating income 178,932 18 % 178,145 19 % Other (income) expense: Interest expense, net 79,488 8 % 75,104 8 % Loss on extinguishment of debt 1,976 0 % — 0 % Other income (5,199 ) (1 )% — 0 % Total other expense, net 76,265 8 % 75,104 8 % Income before taxes 102,667 10 % 103,041 11 % Income tax provision 32,428 3 % 22,911 2 % Net income $ 70,239 7 % $ 80,130 9 % Net Revenues Year Ended December 31, (Dollars in thousands) 2024 2023 $ Change % Change Net revenues $ 994,727 $ 927,070 $ 67,657 7 % The increase in net revenues was primarily attributable to growth in UWC Members, the year-over-year addition of 38 net locations, as well as price optimization and wash package mix with the introduction of our new premium Titanium wash package, which expanded our wash packages offered to UWC Members and Retail customers.
Biggest changeYear Ended December 31, 2025 2024 (Dollars in thousands) Amount % of Revenue Amount % of Revenue Net revenues $ 1,051,731 100 % $ 994,727 100 % Costs and expenses Cost of labor and chemicals 302,307 29 % 290,705 29 % Other store operating expenses 436,674 42 % 404,675 41 % General and administrative 98,009 9 % 107,980 11 % Loss on sale of assets, net 14,538 1 % 12,435 1 % Total costs and expenses 851,528 81 % 815,795 82 % Operating income 200,203 19 % 178,932 18 % Other (income) expense Interest expense, net 58,883 6 % 79,488 8 % Loss on extinguishment of debt 540 0 % 1,976 0 % Other income (56 ) (0 )% (5,199 ) (1 )% Total other expense, net 59,367 6 % 76,265 8 % Income before taxes 140,836 13 % 102,667 10 % Income tax provision 37,759 4 % 32,428 3 % Net income $ 103,077 10 % $ 70,239 7 % Net Revenues Year Ended December 31, (Dollars in thousands) 2025 2024 $ Change % Change Net revenues $ 1,051,731 $ 994,727 $ 57,004 6 % The increase in net revenues was primarily attributable to growth in UWC Members, favorable wash package mix, price increases, and the year-over-year addition of 34 locations.
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 our estimates and assumptions, including those related to revenue recognition, goodwill and other intangible assets, income taxes and stock-based compensation.
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 our estimates and assumptions, including those related to revenue recognition, goodwill and other intangible assets, income taxes and stock-based compensation.
This assessment relies on estimates and assumptions and any changes in the recognition or measurement of these benefits or liabilities are reflected in the period in which the change in judgment occurs. We recognize interest and penalties related to uncertain tax positions within income tax provision on our consolidated statements of operations.
This assessment relies on estimates and assumptions and any changes in the recognition or measurement of these benefits or liabilities are reflected in the period in which the change in judgment occurs. We recognize interest and penalties related to uncertain tax positions within income tax provision on our consolidated statements of operations and comprehensive income.
Net cash used in operating activities consists of net income adjusted for certain non-cash items, including stock-based compensation expense, depreciation of property and equipment, amortization of leased assets and deferred income taxes, as well as (gain) losses on disposal of property and equipment and the effect of changes in other working capital amounts.
Net cash used in operating activities consists of net income adjusted for certain non-cash items, including stock-based compensation expense, depreciation of property and equipment, amortization of leased assets and deferred income taxes, as well as losses on disposal of property and equipment and the effect of changes in other working capital amounts.
We base our estimates on historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources.
We base our estimates on 32 historical experience, current developments and on various other assumptions that we believe to be reasonable under these circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that cannot readily be determined from other sources.
See Note 4 Property and Equipment, net in the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. 29 Goodwill Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.
See Note 4 Property and Equipment, net in the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information. Goodwill Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.
For the year ended December 31, 2024, net cash used in investing activities was $199.9 million and was primarily comprised of purchases in property and equipment to support our greenfield development, partially offset by sale-leaseback transactions and the sale of property and equipment.
For the year ended December 31, 2024, net cash used in investing activities was $199.9 million and was primarily comprised of purchases in property and equipment to support our greenfield development, partially offset by sale-leaseback transactions and the sale of property and equipment. Financing Activities .
The effect of a change in tax rates on deferred tax assets and liabilities is recognized within the provision for (benefit from) income taxes on the consolidated statements of operations in the period that includes the enactment date.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized within the provision for (benefit from) income taxes on the consolidated statements of operations and comprehensive income in the period that includes the enactment date.
The tax effect of differences between the compensation cost of an award recognized for financial reporting purposes and the deduction for an award for tax purposes is recognized as an income tax expense or benefit in the consolidated statements of operations in the period in which the tax deduction arises.
The tax effect of differences between the compensation cost of an award recognized for financial reporting purposes and the deduction for an award for tax purposes is recognized as an income tax expense or benefit in the consolidated statements of operations and comprehensive income in the period in which the tax deduction arises.
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.
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.
As of December 31, 2024, we were in compliance with the covenants under our Credit Facilities and we expect to comply with our covenants in the next 12 months from the issuance date of the financial statements included in this Annual Report on Form 10-K.
As of December 31, 2025, we were in compliance with the covenants under our credit facilities and we expect to comply with our covenants in the next 12 months from the issuance date of the financial statements included in this Annual Report on Form 10-K.
For discussion and analysis of our financial condition and results of operations for 2022 and year-to-year comparisons between 2023 and 2022, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
For discussion and analysis of our financial condition and results of operations for 2023 and year-to-year comparisons between 2024 and 2023, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported as impairment of goodwill in our consolidated statements of operations.
If the fair value estimate is less than the carrying value, goodwill is considered impaired for the amount by which the carrying amount exceeds the reporting unit’s fair value and a charge is reported as impairment of goodwill in our consolidated statements of operations and comprehensive income.
Recent Accounting Pronouncements See the sections titled “Summary of Significant Accounting Policies—Recent Accounting Pronouncements” and “—Recently issued accounting pronouncements not yet adopted” in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10‑K. 31
Recent Accounting Pronouncements See the sections titled “Summary of Significant Accounting Policies—Recently Adopted Accounting Pronouncements” and “—Recently Issued Accounting Pronouncements Not Yet Adopted” in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10‑K. 34
Approximately $1.5 million of impairment losses associated with our long-lived assets were recognized during the year ended December 31, 2024. No impairment losses associated with our long-lived assets were recognized during the year ended December 31, 2023.
No impairment losses associated with our long-lived assets were recognized during the year ended December 31, 2025. Approximately $1.5 million of impairment losses associated with our long-lived assets were recognized during the year ended December 31, 2024.
Greenfield Location Development More recently, we have grown through greenfield development of Mister Car Wash locations, with particular focus on Express Exterior Locations, and anticipate continued pursuit of this strategy in the future. During 2024, we successfully opened a total of 39 greenfield locations, with the expectation of driving the majority of our future location growth through greenfield development.
Greenfield Location Development More recently, we have grown through greenfield development of Mister Car Wash locations, with particular focus on Express Exterior Locations, and anticipate continued pursuit of this strategy in the future. During 2025, we successfully opened a total of 29 greenfield locations, with the expectation of driving the majority of our future location growth through greenfield development.
The following includes a discussion and analysis of our financial condition and results of operations for 2024 and 2023 and year-to-year comparisons between 2024 and 2023.
The following includes a discussion and analysis of our financial condition and results of operations for 2025 and 2024 and year-to-year comparisons between 2025 and 2024.
No impairment losses associated with our goodwill were recognized during the years ended December 31, 2024, and December 31, 2023. Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes .
No impairment losses associated with our goodwill were recognized during the years ended December 31, 2025, and December 31, 2024. 33 Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes .
Changes in working capital decreased cash provided by operating activities by $24.2 million, primarily due to payments towards operating lease liabilities, partially offset by the timing of payments and receipts of receivables and payables.
Changes in working capital decreased cash provided by operating activities by $39.7 million, primarily due to payments towards operating lease liabilities, partially offset by the timing of payments and receipts of receivables and payables.
The increase experienced in the year ended December 31, 2024 compared to the prior year is primarily attributable to an increase in car wash sales due to growth in UWC Members and the year-over-year addition of 38 net locations, offset by an increase in operating costs and expenses.
The increase experienced in the year ended December 31, 2025 compared to the prior year is primarily attributable to an increase in car wash sales due to growth in UWC Members and the year-over-year addition of 34 locations, offset by an increase in operating costs and expenses.
During 2024, comparable store sales increased 3.0% compared to an increase of 0.3% in 2023. UWC Members (end of period) Members of our monthly subscription service are known as Unlimited Wash Club Members, or UWC Members.
During 2025, comparable store sales growth increased 2.9% compared to an increase of 3.0% in 2024. UWC Members (end of period) Members of our monthly subscription service are known as Unlimited Wash Club® Members, or UWC Members.
There were approximately 2.1 million UWC Members as of December 31, 2024 an increase of approximately 2%, from December 31, 2023. UWC Sales as a Percentage of Total Wash Sales UWC sales as a percentage of total wash sales represent the penetration of our subscription membership program as a percentage of our overall wash sales.
There were approximately 2.3 million UWC Members as of December 31, 2025 an increase of approximately 7%, from December 31, 2024. UWC Sales as a Percentage of Total Wash Sales UWC sales as a percentage of total wash sales represent the penetration of our subscription membership program as a percentage of our overall wash sales.
Our net cash provided by (used in) financing activities primarily consists of activity related to our debt, proceeds from issuance of common stock under employee plans and payments on finance lease obligations. 28 For the year ended December 31, 2024, net cash used in financing activities was $0.3 million and was primarily comprised of activities related to our debt and debt refinancings, as well as payments for payroll tax withholdings to settle cashless stock option exercises and proceeds related to the issuance of common stock under employee plans.
For the year ended December 31, 2024, net cash used in financing activities was $0.3 million and was primarily comprised of activities related to our debt and debt refinancings, as well as payments for payroll tax withholdings to settle cashless stock option exercises and proceeds related to the issuance of common stock under employee plans.
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.
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. Business Acquisitions In 2025, we completed one business acquisition of five locations in Lubbock, Texas.
In fiscal year 2024, we increased our location count by 38 net new locations, including 39 greenfield locations and one location that was relocated, offset by two locations that were closed. In fiscal year 2023, we increased our location count by 40 net locations, including 35 greenfield locations and six business acquisition locations, offset by one location that was closed.
In fiscal year 2024, we increased our location count by 38 net locations, including 39 greenfield locations and one location that was relocated, offset by two locations that were closed.
Our Adjusted EBITDA was approximately $320.9 million and $285.9 million for the years ended December 31, 2024 and 2023, respectively. Our Adjusted EBITDA margin was 32% and 31% for the years ended December 31, 2024 and 2023, respectively.
Our Adjusted EBITDA was approximately $345.4 million and $320.9 million for the years ended December 31, 2025 and 2024, respectively. Our Adjusted EBITDA margin was 33% and 32% for the years ended December 31, 2025 and 2024, respectively.
Cost of Labor and Chemicals Year Ended December 31, (Dollars in thousands) 2024 2023 $ Change % Change Cost of labor and chemicals $ 290,705 $ 279,375 $ 11,330 4 % Percentage of net revenues 29 % 30 % The increase in the cost of labor and chemicals was primarily attributable to an increase in volume and the year-over-year addition of 38 net locations, as well as some inflationary pressures on store labor, partially offset by labor optimization and lower chemical costs due to new formulations and cost savings from strategic partnerships between periods.
Cost of Labor and Chemicals Year Ended December 31, (Dollars in thousands) 2025 2024 $ Change % Change Cost of labor and chemicals $ 302,307 $ 290,705 $ 11,602 4 % Percentage of net revenues 29 % 29 % The increase in the cost of labor and chemicals was primarily attributable to an increase in volume and the year-over-year addition of 34 locations, as well as increased store labor rates, partially offset by labor optimization and lower chemical costs due to new formulations and cost savings from strategic partnerships between periods.
UWC sales were 74% and 71% of our total wash sales for the years ended December 31, 2024, and 2023, respectively. 23 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.
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 ” ).
For the year ended December 31, 2023, net cash used in investing activities was $259.4 million and was primarily comprised of purchases in property and equipment to support our greenfield and other initiatives, and the acquisition of car washes, partially offset by sale-leaseback transactions and the sale of property and equipment. Financing Activities .
For the year ended December 31, 2025, net cash used in investing activities was $206.8 million and was primarily comprised of purchases in property and equipment to support our greenfield development, and the acquisition of car wash locations, partially offset by sale-leaseback transactions and the sale of property and equipment.
Cash Flows for the Years Ended December 31, 2024 and 2023 The following table shows summary cash flow information for the periods presented: Year Ended December 31, (Dollars in thousands) 2024 2023 Net cash provided by operating activities $ 248,620 $ 204,653 Net cash used in investing activities (199,852 ) (259,365 ) Net cash provided by (used in) financing activities (275 ) 8,609 Net change in cash and cash equivalents, and restricted cash during period $ 48,493 $ (46,103 ) Operating Activities .
Cash Flows for the Years Ended December 31, 2025 and 2024 The following table shows summary cash flow information for the periods presented: Year Ended December 31, (Dollars in thousands) 2025 2024 Net cash provided by operating activities $ 285,704 $ 248,620 Net cash used in investing activities (206,847 ) (199,852 ) Net cash used in financing activities (117,958 ) (275 ) Net change in cash and cash equivalents, and restricted cash during period $ (39,101 ) $ 48,493 Operating Activities .
The key operating performance and financial metrics and indicators we use are set forth below, as of and for the years ended December 31, 2024 and 2023. 22 Year Ended December 31, (Dollars in thousands) 2024 2023 Financial and Operating Data: Location count (end of period) 514 476 Comparable store sales growth 3.0 % 0.3 % UWC Members (in thousands, end of period) 2,124 2,077 UWC sales as a percentage of total wash sales 74 % 71 % Net income $ 70,239 $ 80,130 Net income margin 7.1 % 8.6 % Adjusted EBITDA $ 320,946 $ 285,924 Adjusted EBITDA margin 32.3 % 30.8 % Location Count (end of period) Our location count refers to the total number of car wash locations operating at the end of a period, inclusive of new greenfield locations, acquired locations and offset by closed locations.
Year Ended December 31, (Dollars in thousands) 2025 2024 Financial and Operating Data: Location count (end of period) 548 514 Comparable store sales growth 2.9 % 3.0 % UWC Members (in thousands, end of period) 2,271 2,124 UWC sales as a percentage of total wash sales 76 % 74 % Net income $ 103,077 $ 70,239 Net income margin 9.8 % 7.1 % Adjusted EBITDA $ 345,441 $ 320,946 Adjusted EBITDA margin 32.8 % 32.3 % Location Count (end of period) Our location count refers to the total number of car wash locations operating at the end of a period, inclusive of new greenfield locations, acquired locations and offset by closed locations.
Loss on Sale of Assets, net Year Ended December 31, (Dollars in thousands) 2024 2023 $ Change % Change Loss on sale of assets, net $ 12,435 $ 125 $ 12,310 9,848 % Percentage of net revenues 1 % 0 % The change in loss on sale of assets, net in 2024 was primarily attributable to more significant net losses associated with our sale-leaseback activity in the current year and impairments associated with store closures and relocations.
Loss on Sale of Assets, net Year Ended December 31, (Dollars in thousands) 2025 2024 $ Change % Change Loss on sale of assets, net $ 14,538 $ 12,435 $ 2,103 17 % Percentage of net revenues 1 % 1 % The change in loss on sale of assets, net in 2025 was primarily attributable to more significant net losses associated with our sale-leaseback activity and asset retirements in the current year.
Changes in working capital decreased cash provided by operating activities by $34.5 million, primarily due to $40.4 million of payments towards operating lease liabilities, partially offset by an increase of $6.1 million in accrued expenses. Investing Activities . Our net cash used in investing activities primarily consists of purchases and sale of property and equipment and acquisition of car washes.
Changes in working capital decreased cash provided by operating 31 activities by $24.2 million, primarily due to payments towards operating lease liabilities, partially offset by the timing of payments and receipts of receivables and payables. Investing Activities . Our net cash used in investing activities primarily consists of purchases and sale of property and equipment and acquisition of car washes.
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.
Our Express Exterior Locations, which offer express exterior cleaning services, comprise 485 of our current locations and our Interior Cleaning Locations, which offer both express exterior cleaning services and interior cleaning services, comprise 63 of our current locations. 26 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.
The following is a reconciliation of our net income to Adjusted EBITDA for the periods presented. 24 Year Ended December 31, (Dollars in thousands) 2024 2023 Reconciliation of net income to adjusted EBITDA: Net income $ 70,239 $ 80,130 Interest expense, net 79,488 75,104 Income tax provision 32,428 22,911 Depreciation and amortization expense 81,366 69,991 Loss on sale of assets, net (a) 12,435 125 Stock-based compensation expense (b) 27,259 24,310 Acquisition expenses (c) 3,357 3,471 Non-cash rent expense (d) 6,405 5,043 Debt refinancing costs (e) 6,711 — Employee retention credit (5,189 ) — Other (f) 6,447 4,839 Adjusted EBITDA $ 320,946 $ 285,924 Net revenues $ 994,727 $ 927,070 Net income margin 7.1 % 8.6 % Adjusted EBITDA margin 32.3 % 30.8 % (a) Consists of (gains) and 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.
Year Ended December 31, (Dollars in thousands) 2025 2024 Net income $ 103,077 $ 70,239 Interest expense, net 58,883 79,488 Income tax provision 37,759 32,428 Depreciation and amortization expense 88,205 81,366 Loss on sale of assets, net (a) 14,538 12,435 Stock-based compensation expense (b) 27,797 27,259 Acquisition expenses (c) 5,824 3,357 Non-cash rent expense (d) 6,871 6,405 Debt refinancing costs (e) 539 6,711 Employee retention credit — (5,189 ) Other (f) 1,948 6,447 Adjusted EBITDA $ 345,441 $ 320,946 Net revenues $ 1,051,731 $ 994,727 Net income margin 9.8 % 7.1 % Adjusted EBITDA margin 32.8 % 32.3 % (a) Consists of (gains) and 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.
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.
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 fiscal year 2025, we increased our location count by 34 new locations, including 29 greenfield locations and acquisition of five locations.
We have made a policy election to estimate the number of stock-based compensation awards that are expected to vest to determine the amount of compensation expense recognized in earnings.
We have made a policy election to estimate the number of stock-based compensation awards that are expected to vest to determine the amount of compensation expense recognized in earnings. Forfeiture estimates are revised if subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates.
Locations opened during 2024 accounted for $8.0 million of the increase.
Locations opened during 2025 accounted for $12.7 million of the increase.
Forfeiture estimates are revised if subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates. 30 We record deferred tax assets for awards that result in deductions in our income tax returns, based upon the amount of compensation cost recognized and our statutory tax rate.
We record deferred tax assets for awards that result in deductions in our income tax returns, based upon the amount of compensation cost recognized and our statutory tax rate.
Income Tax Provision Year Ended December 31, (Dollars in thousands) 2024 2023 $ Change % Change Income tax provision $ 32,428 $ 22,911 $ 9,517 42 % Percentage of net revenues 3 % 2 % The increase in income tax provision was primarily attributable to the net, unfavorable income tax impact from equity awards activity in the current year.
Income Tax Provision Year Ended December 31, (Dollars in thousands) 2025 2024 $ Change % Change Income tax provision $ 37,759 $ 32,428 $ 5,331 16 % Percentage of net revenues 4 % 3 % 30 The increase in income tax provision was primarily attributable to the increase in pre-tax income reduced by the favorable income tax impact from equity awards activity compared to the prior year.
GAAP measures of performance in the evaluation of the effectiveness of our business strategies; to make budgeting decisions; and because our Amended First Lien Credit Agreement uses measures similar to Adjusted EBITDA to measure our compliance with certain covenants.
GAAP measures of performance in the evaluation of the effectiveness of our business strategies; to make budgeting decisions; and because our Amended First Lien Credit Agreement uses measures similar to Adjusted EBITDA to measure our compliance with certain covenants. 27 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.
Other Store Operating Expenses Year Ended December 31, (Dollars in thousands) 2024 2023 $ Change % Change Other store operating expenses $ 404,675 $ 363,717 $ 40,958 11 % Percentage of net revenues 41 % 39 % 26 The increase in other store operating expenses was primarily attributable to the year-over-year addition of 38 net locations, as well as additional rent expense related to our sale-leaseback activity in the current year.
Locations opened and acquired during 2025 accounted for $5.7 million of the increase of cost of labor and chemicals. 29 Other Store Operating Expenses Year Ended December 31, (Dollars in thousands) 2025 2024 $ Change % Change Other store operating expenses $ 436,674 $ 404,675 $ 31,999 8 % Percentage of net revenues 42 % 41 % The increase in other store operating expenses was primarily attributable to the year-over-year addition of 34 locations, as well as additional rent expense related to our sale-leaseback activity in the current year and end of the prior year.
We have consistently grown this measure over time as we educate customers as to the value of our subscription offering.
We have consistently grown this measure over time as we educate customers as to the value of our subscription offering. UWC sales were 76% and 74% of our total wash sales for the years ended December 31, 2025, and 2024, respectively.
For the year ended December 31, 2023, net cash provided by operating activities was $204.7 million and was comprised of net income of $80.1 million, increased by $159.0 million related to non-cash adjustments, which includes $24.0 million for stock-based compensation expense. Other non-cash adjustments included depreciation and amortization, non-cash lease expense and deferred income tax.
For the year ended December 31, 2025, net cash provided by operating activities was $285.7 million and was comprised of net income of $103.1 million, increased by $222.3 million primarily as a result of non-cash adjustments including depreciation and amortization expense, non-cash lease expense, deferred income taxes, stock-based compensation expense, and loss on sale of assets, net.
General and Administrative Year Ended December 31, (Dollars in thousands) 2024 2023 $ Change % Change General and administrative $ 107,980 $ 105,708 $ 2,272 2 % Percentage of net revenues 11 % 11 % The increase in general and administrative expenses was primarily attributable to the debt refinancing costs in the current year, partially offset by decreases in travel and other expenses.
General and Administrative Year Ended December 31, (Dollars in thousands) 2025 2024 $ Change % Change General and administrative $ 98,009 $ 107,980 $ (9,971 ) (9 )% Percentage of net revenues 9 % 11 % The decrease in general and administrative expenses was primarily attributable to nonrecurring debt refinancing costs in the prior year, and decreased amortization expense due to intangible assets that were fully amortized in the prior year, and decreases in other expenses, partially offset by investments in marketing as well as other costs to support strategic growth initiatives.
For the year ended December 31, 2023, net cash provided by financing activities was $8.6 million and was primarily comprised of proceeds from issuance of common stock under employee plans, partially offset by payments of finance lease obligations and other financing activities. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with U.S. GAAP.
For the year ended December 31, 2025, net cash used in financing activities was $118.0 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.
As of December 31, 2024 and 2023, we had cash and cash equivalents of $67.5 million and $19.0 million, respectively, and $299.8 million and $149.2 million, respectively, of available borrowing capacity under our Revolving Commitment. 27 For a description of our Credit Facilities, please see Note 9 Debt in the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
For a description of our credit facilities, please see Note 9 Debt in the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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.
Subsequent Events in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information regarding the Merger. 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.
Total Other Expense, net Year Ended December 31, (Dollars in thousands) 2024 2023 $ Change % Change Total other expense, net $ 76,265 $ 75,104 $ 1,161 2 % Percentage of net revenues 8 % 8 % The increase in total other expense, net was primarily attributable to increased interest expense and loss on extinguishment of debt related to our debt refinancing activity in the current year, partially offset by a gain related to the recognition of an employee retention credit .
Total Other Expense, net Year Ended December 31, (Dollars in thousands) 2025 2024 $ Change % Change Total other expense, net $ 59,367 $ 76,265 $ (16,898 ) (22 )% Percentage of net revenues 6 % 8 % The decrease in total other expense, net was primarily attributable to a decrease in interest expense, net driven by lower average interest rates, and $120.3 million of principal payments on the First Lien Term Loan in the current year, and approximately $1.5 million of additional loss on extinguishment of debt related to our debt refinancing activity in the prior year.
(f) 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, and nonrecurring strategic project costs. 25 Results of Operations The results of operations data for the years ended December 31, 2024 and 2023 have been derived from the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Results of Operations The results of operations data for the years ended December 31, 2025 and 2024 have been derived from the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
(d) Represents the difference between cash paid for rent expense and U.S. GAAP rent expense. (e) 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.
(d) Represents the difference between cash paid for rent expense and U.S. GAAP rent expense.
Removed
Our Express Exterior Locations, which offer express exterior cleaning services, comprise 450 of our current locations and our Interior Cleaning Locations, which offer both express exterior cleaning services and interior cleaning services, comprise 64 of our current locations.
Added
Following acquisition, we implement a variety of operational improvements to unify branding and enhance profitability.
Removed
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.
Added
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 25 experience for our customers.
Removed
Locations opened during 2024 accounted for $15.3 million of the increase.
Added
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.
Added
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.
Added
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”).
Added
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.
Added
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.
Added
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 and Exchange Act of 1934, as amended. See “Business—Recent Developments” included in Item 1 of Part I and Note 20.
Added
The key operating performance and financial metrics and indicators we use are set forth below, as of and for the years ended December 31, 2025 and 2024.
Added
The following is a reconciliation of our net income to Adjusted EBITDA for the periods presented.
Added
(e) 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 and voluntary principal payments. 28 (f) 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, and nonrecurring strategic project costs.
Added
The decrease in the current year was partially offset by the $5.2 million gain related to the recognition of an employee retention credit in the prior year .
Added
As of December 31, 2025 and 2024, we had cash and cash equivalents of $28.5 million and $67.5 million, respectively, and $299.9 million and $299.8 million, respectively, of available borrowing capacity under our Revolving Commitment.
Added
Our net cash provided by (used in) financing activities primarily consists of activity related to our debt, proceeds from issuance of common stock under employee plans and payments on finance lease obligations.
Added
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.
Added
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.
Added
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.
Added
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.
Added
Free cash flow and free cash flow excluding growth capital expenditures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as debt repayments or payments made for business acquisitions.
Added
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.
Added
Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 285,704 $ 248,620 Adjustments: Less: Maintenance capital expenditures (28,529 ) (29,350 ) Free cash flow excluding growth capital expenditures 257,175 219,270 Less: Growth capital expenditures (226,870 ) (300,729 ) Free cash flow $ 30,305 $ (81,459 ) Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with U.S.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed2 unchanged
Biggest changeBased on the balance outstanding under our First Lien Term Loan as of December 31, 2024, an increase or decrease of 100 basis points in the effective interest rate on the First Lien Term Loan would cause an increase or decrease in interest expense of approximately $9 million over the next 12 months. 32
Biggest changeBased on the balance outstanding under our First Lien Term Loan as of December 31, 2025, an increase or decrease of 100 basis points in the effective interest rate on the First Lien Term Loan would cause an increase or decrease in interest expense of approximately $8 million over the next 12 months. 35
As of December 31, 2024, we had $920.4 million of variable-rate debt outstanding under our First Lien Term Loan.
As of December 31, 2025, we had $800.1 million of variable-rate debt outstanding under our First Lien Term Loan.

Other MCW 10-K year-over-year comparisons