Veronica Rogers Form 4 Mister Car Wash / Veronica Rogers ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rogers Veronica

(Last) (First) (Middle)

C/O MISTER CAR WASH, INC.

222 E. 5TH STREET

(Street)

TUCSON AZ 85705

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mister Car Wash, Inc. [ MCW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2024		M		12,195(1)	A	$0.00	24,651	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/22/2024		M			12,195	(3)	(4)	Common Stock	12,195	$0.00	0	D
Restricted Stock Units	(2)	05/23/2024		A		14,684		(5)	(6)	Common Stock	14,684	$0.00	14,684	D

Explanation of Responses:

1. This filing relates to the occurrence of a Restricted Stock Unit ("RSU") vesting event.

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.

3. Each Restricted Stock Unit ("RSU") shall vest on the earlier of (i) the day immediately preceding the date of the first Annual Meeting of Stockholders following the date of grant and (ii) the first anniversary of the date of grant, subject to the Reporting Person's continued service on the Issuer's Board of Directors through the applicable vesting date. The RSUs will be settled in shares of the Issuer's common stock upon vesting. The RSUs do not have an expiration date.

4. The RSUs do not have an expiration date.

5. Represents an award of Restricted Stock Units ("RSUs"), which vest on the earlier of (i) the day immediately preceding the date of the first Annual Meeting of Stockholders following the date of the grant and (ii) the first anniversary of the date of grant, subject to the Reporting Person's continued service on the Issuer's Board of Directors through the applicable vesting date. The RSUs will settle in shares of the Issuer's common stock upon vesting.

6. The RSUs do not have an expiration date.

	/s/ Markus Hartmann, as Attorney-in-Fact for Veronica Rogers	05/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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