Form 8-K
8-K — Mister Car Wash, Inc.
Accession: 0001193125-26-191483
Filed: 2026-04-29
Period: 2026-04-29
CIK: 0001853513
SIC: 7500 (SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — mcw-20260429.htm (Primary)
EX-99.1 (mcw-ex99_1.htm)
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8-K
8-K (Primary)
Filename: mcw-20260429.htm · Sequence: 1
8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2026
Mister Car Wash, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-40542
47-1393909
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
222 E. 5th Street
Tucson, Arizona
85705
(Address of principal executive offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (520) 615-4000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
MCW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 29, 2026, Mister Car Wash, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release issued by Mister Car Wash, Inc., dated April 29, 2026
104
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Mister Car Wash, Inc.
Date:
April 29, 2026
By:
/s/ Jedidiah Gold
Jedidiah Gold
Chief Financial Officer
EX-99.1
EX-99.1
Filename: mcw-ex99_1.htm · Sequence: 2
EX-99.1
Exhibit 99.1
Mister Car Wash Announces First Quarter 2026 Results
Net revenues increased 6%
Comparable-store sales increased 3.9%
Unlimited Wash Club® (“UWC”) memberships increased 11%
Opened 2 new greenfield locations
Tucson, Ariz., April 29, 2026 – Mister Car Wash, Inc. (the “Company”) (Nasdaq: MCW), the nation’s leading car wash brand, today announced its financial results for the quarter ended March 31, 2026.
First Quarter 2026 Highlights:
•
Net revenues increased 6% to $277.9 million, up from $261.7 million in the first quarter of 2025.
•
Comparable-store sales increased 3.9% during the quarter.
•
UWC sales represented 76% of total wash sales compared to 73% in the first quarter of 2025.
•
Ended the quarter with approximately 2.5 million UWC members, representing a year-over-year increase of 241 thousand members or 11%.
•
Opened 2 new greenfield locations, bringing the total net number of car wash locations operated to 549 as of March 31, 2026, an increase of 6% compared to 518 car wash locations as of March 31, 2025.
•
Net income increased 26.7% to $34.2 million from $27.0 and net income per diluted share increased 25.5% to $0.10 from $0.08.
•
Adjusted net income(1) and adjusted net income per diluted share(1) were $44.3 million and $0.13, respectively.
•
Adjusted EBITDA(1) increased 13% to $96.7 million from $85.6 million in the first quarter of 2025.
(1) Adjusted net income, adjusted EBITDA and adjusted net income per diluted share are non-GAAP financial measures. See Use of Non-GAAP Financial Measures and GAAP to Non-GAAP Reconciliations disclosures included below in this press release.
Location Count
Three Months Ended March 31,
2026
2025
Beginning location count
548
514
Greenfield locations opened
2
4
Closures
(1
)
—
Ending location count
549
518
Balance Sheet and Cash Flow Highlights:
•
As of March 31, 2026, cash and cash equivalents totaled $54.6 million, compared to $28.5 million as of December 31, 2025. There were no borrowings under the Company’s Revolving Commitment as of March 31, 2026 and December 31, 2025.
•
Net cash provided by operating activities totaled $79.7 million compared to $87.6 million for the three months ended March 31, 2026 and 2025, respectively.
•
Free cash flow(2) totaled $33.0 million compared to $32.5 million for the three months ended March 31, 2026 and 2025, respectively.
•
Free cash flow excluding growth capital expenditures(2) totaled $74.1 million compared to $77.1 million for the three months ended March 31, 2026 and 2025, respectively.
(2) Free cash flow and free cash flow excluding growth capital expenditures are non-GAAP financial measures. See Use of Non-GAAP Financial Measures and GAAP to Non-GAAP Reconciliations disclosures included below in this press release.
1
Sale-Leasebacks and Rent Expense:
•
In the first quarter of 2026, the Company had no sale-leaseback transactions.
•
With 493 car wash leases as of March 31, 2026, versus 474 car wash leases as of March 31, 2025, rent expense increased 7% to $31.8 million, compared to the first quarter of 2025.
Conference Call Details
In light of the separately announced transaction with Leonard Green & Partners, the Company will not be hosting an earnings conference call to discuss the Company’s financial results for the first quarter of fiscal 2026.
About Mister Car Wash® | Inspiring People to Shine®
Headquartered in Tucson, Arizona, Mister Car Wash, Inc. (Nasdaq: MCW) operates approximately 550 locations and has the largest car wash subscription program in North America. With a passionate team of professionals, advanced technology, and a commitment to exceptional customer experiences, Mister Car Wash is dedicated to providing a clean, shiny, and dry vehicle every time. The Mister brand is deeply rooted in delivering quality service, fostering friendliness, and demonstrating a genuine commitment to the communities it serves while prioritizing responsible environmental practices and resource management. To learn more, visit www.mistercarwash.com.
Use of Non-GAAP Financial Measures
This press release includes references to non-GAAP financial measures, including adjusted EBITDA, adjusted net income, adjusted net income per diluted share, free cash flow, and free cash flow excluding growth capital expenditures (the “Company’s Non-GAAP Financial Measures”). These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from similarly titled non-GAAP financial measures used by other companies. In addition, the Company’s Non-GAAP Financial Measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP. The reconciliations of the Company’s Non-GAAP Financial Measures to the corresponding GAAP measures should be carefully evaluated.
Adjusted EBITDA is defined as net income before interest expense, net, income tax provision, depreciation and amortization expense, (gain) loss on sale of assets, net, stock-based compensation expense and related taxes, acquisition expenses, non-cash rent expense, debt refinancing costs, and other nonrecurring charges.
Adjusted net income is defined as net income before (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, debt refinancing costs, other nonrecurring charges, income tax impact of stock award exercises and the tax impact of adjustments to net income. Adjusted net income per share is defined as basic net income per share before (gain) loss on sale of assets, net, stock-based compensation expense and related taxes, acquisition expenses, loss on extinguishment of debt, other nonrecurring charges, income tax impact of stock award exercises and the tax impact of adjustments to basic net income per share. Adjusted net income per diluted share is defined as diluted net income per share before (gain) loss on sale of assets, net, stock-based compensation expense, acquisition expenses, debt refinancing costs, other nonrecurring charges, income tax impact of stock award exercises and the tax impact of adjustments to basic net income per share.
Free cash flow is defined as net cash provided by operating activities less purchases of property and equipment in a period. 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. Free cash flow excluding growth capital expenditures includes purchases of maintenance property and equipment, which are uses of cash that are necessary to maintain the Company's existing business operations, including its washes and support functions. 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. 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.
Management believes the Company’s Non-GAAP Financial Measures assist investors and analysts in comparing the Company’s operating performance across reporting periods on a consistent basis by excluding items that management does not believe are indicative of the Company’s ongoing operating performance. Investors are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating the Company’s Non-GAAP Financial Measures, investors should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in the Company’s presentation of the Company’s Non-GAAP Financial Measures. There can be no assurance that the Company will not modify the presentation of the Company’s Non-GAAP Financial Measures in future periods, and any such modification may be material.
Management believes that the Company’s Non-GAAP Financial Measures are helpful in highlighting trends in the Company’s core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which the Company operates, and capital investments. Management also uses
2
adjusted EBITDA in connection with establishing discretionary annual incentive compensation; to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of the Company’s business strategies; to make budgeting decisions, and because the Company’s credit agreement uses measures similar to adjusted EBITDA to measure the Company’s compliance with certain covenants.
The Company’s Non-GAAP Financial Measures have limitations as analytical tools, and investors should not consider these measures in isolation or as substitutes for analysis of the Company’s results as reported under U.S. GAAP. Some of these limitations include, for example, adjusted EBITDA does not reflect: the Company’s cash expenditure or future requirements for capital expenditures or contractual commitments; the Company’s cash requirements for the Company’s working capital needs; the interest expense and the cash requirements necessary to service interest or principal payments on the Company’s debt, cash requirements for replacement of assets that are being depreciated and amortized, and the impact of certain cash charges or cash receipts resulting from matters management does not find indicative of the Company’s ongoing operations. Free cash flow and discretionary free cash flow also have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash expenditures, such as mandatory debt repayments or payments made for business acquisitions.
Contacts
Investor Relations
IR@mistercarwash.com
Media
media@mistercarwash.com
3
Consolidated Statements of Operations and Comprehensive Income
(Amounts in thousands, except share and per share data)
(Unaudited)
Three Months Ended March 31,
2026
2025
Net revenues
$
277,913
$
261,656
Costs and expenses
Cost of labor and chemicals
76,702
74,252
Other store operating expenses
113,319
109,667
General and administrative
28,756
24,659
Loss on sale of assets, net
125
111
Total costs and expenses
218,902
208,689
Operating income
59,011
52,967
Other expense
Interest expense, net
12,283
16,023
Total other expense
12,283
16,023
Income before taxes
46,728
36,944
Income tax provision
12,546
9,944
Net income
$
34,182
$
27,000
Other comprehensive income, net of tax
Gain on interest rate swap
785
—
Total comprehensive income
$
34,967
$
27,000
Earnings per share
Basic
$
0.10
$
0.08
Diluted
$
0.10
$
0.08
Weighted-average common shares outstanding
Basic
328,477,910
324,200,282
Diluted
334,309,927
331,479,048
4
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
Three Months Ended March 31,
2026
2025
Cash flows from operating activities
Net income
$
34,182
$
27,000
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense
23,434
20,917
Stock-based compensation expense
6,838
6,843
Loss on sale of assets, net
125
111
Amortization of deferred debt issuance costs
262
285
Non-cash lease expense
14,652
13,535
Deferred income tax
10,978
7,484
Changes in assets and liabilities
Accounts receivable, net
(211
)
354
Other receivables
(2,069
)
1,965
Inventory, net
430
490
Prepaid expenses and other current assets
(315
)
2,356
Accounts payable
(2,002
)
5,677
Accrued expenses
4,069
10,480
Deferred revenue
1,821
1,266
Operating lease liability
(12,791
)
(11,604
)
Other noncurrent assets and liabilities
257
391
Net cash provided by operating activities
$
79,660
$
87,550
Cash flows from investing activities
Purchases of property and equipment
(46,686
)
(55,081
)
Proceeds from sale of property and equipment
187
120
Net cash used in investing activities
$
(46,499
)
$
(54,961
)
Cash flows from financing activities
Proceeds from issuance of common stock under employee plans
372
1,587
Payments on debt borrowings
(7,000
)
(62,307
)
Principal payments on finance lease obligations
(212
)
(193
)
Net cash used in financing activities
$
(6,840
)
$
(60,913
)
Net change in cash and cash equivalents, and restricted cash during period
26,321
(28,324
)
Cash and cash equivalents, and restricted cash at beginning of period
28,511
67,612
Cash and cash equivalents, and restricted cash at end of period
$
54,832
$
39,288
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents
54,627
39,133
Restricted cash, included in prepaid expenses and other current assets
205
155
Total cash, cash equivalents, and restricted cash
$
54,832
$
39,288
Supplemental disclosure of cash flow information
Cash paid for interest
$
12,327
$
7,032
Cash paid for income taxes
$
40
$
60
Supplemental disclosure of non-cash investing and financing activities
Property and equipment in accounts payable
$
5,833
$
11,416
Property and equipment accrued in other accrued expenses
$
4,453
$
4,223
Stock option exercise proceeds in other receivables
$
—
$
113
5
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(Unaudited)
As of
March 31, 2026
December 31, 2025
Assets
Current assets
Cash and cash equivalents
$
54,627
$
28,450
Accounts receivable, net
850
639
Other receivables
17,554
15,485
Inventory, net
5,054
5,485
Prepaid expenses and other current assets
10,700
9,619
Total current assets
88,785
59,678
Property and equipment, net
930,371
914,022
Operating lease right of use assets, net
930,870
942,664
Other intangible assets, net
110,385
110,822
Goodwill
1,134,830
1,134,830
Other assets
10,801
11,122
Total assets
$
3,206,042
$
3,173,138
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
$
25,742
$
27,824
Accrued payroll and related expenses
27,116
25,074
Other accrued expenses
36,709
41,540
Current maturities of operating lease liability
54,543
53,625
Current maturities of finance lease liability
903
879
Deferred revenue
37,725
35,904
Total current liabilities
182,738
184,846
Long-term debt, net
790,043
796,893
Operating lease liability
895,298
906,371
Financing lease liability
12,109
12,344
Deferred tax liabilities, net
148,787
137,547
Other long-term liabilities
1,877
2,124
Total liabilities
2,030,852
2,040,125
Stockholders’ equity
Common stock, $0.01 par value, 1,000,000,000 shares authorized,
328,685,816 and 328,282,533 shares outstanding as of
March 31, 2026 and December 31, 2025, respectively
3,292
3,288
Additional paid-in capital
869,301
862,095
Accumulated other comprehensive income (loss)
492
(293
)
Retained earnings
302,105
267,923
Total stockholders’ equity
1,175,190
1,133,013
Total liabilities and stockholders’ equity
$
3,206,042
$
3,173,138
6
GAAP to Non-GAAP Reconciliations
(Amounts in thousands, except share and per share data)
(Unaudited)
Three Months Ended March 31,
2026
2025
Reconciliation of net income to adjusted EBITDA
Net income
$
34,182
$
27,000
Interest expense, net
12,283
16,023
Income tax provision
12,546
9,944
Depreciation and amortization expense
23,434
20,917
Loss on sale of assets, net
125
111
Stock-based compensation expense
6,932
7,116
Acquisition expenses
864
1,414
Non-cash rent expense
1,819
1,966
Other
4,478
1,158
Adjusted EBITDA
$
96,663
$
85,649
Three Months Ended March 31,
2026
2025
Reconciliation of net income to adjusted net income
Net income
$
34,182
$
27,000
Loss on sale of assets, net
125
111
Stock-based compensation expense
6,932
7,116
Acquisition expenses
864
1,414
Other
4,478
1,158
Income tax impact of stock award exercises
229
328
Tax impact of adjustments to net income
(2,548
)
(2,078
)
Adjusted net income
$
44,262
$
35,049
Diluted adjusted net income per Share
$
0.13
$
0.11
Adjusted weighted-average common shares outstanding - diluted
334,309,927
331,479,048
Three Months Ended March 31,
2026
2025
Free cash flow
Net cash provided by operating activities
$
79,660
$
87,550
Adjustments:
Purchases of property and equipment
(46,686
)
(55,081
)
Free cash flow
$
32,974
$
32,469
Three Months Ended March 31,
2026
2025
Free cash flow excluding growth capital expenditures
Net cash provided by operating activities
$
79,660
$
87,550
Adjustments:
Purchases of maintenance property and equipment
(5,542
)
(10,461
)
Free cash flow excluding growth capital expenditures
$
74,118
$
77,089
7
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Document And Entity Information
Apr. 29, 2026
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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