Mister Car Wash Discloses New Details About Pending Take-Private; Shareholders Notified as Fiduciary-Duty Investigation Into LGP Transaction Continues

Leading securities law firm Bleichmar Fonti & Auld LLP has notified stockholders of Mister Car Wash, Inc. (NASDAQ: MCW) that new details have emerged related to its ongoing investigation into the company’s board of directors and its controlling stockholder, Leonard Green Partners, L.P. (LGP), for potential breaches of fiduciary duties to shareholders in connection with a pending take-private transaction. The deal would cash out every public stockholder for $7 per share.

Proposed take-private deal and $7-per-share price

On February 18, 2026, Mister Car Wash announced that it agreed to be acquired by LGP for $7.00 per share. The firm said the price may be unfairly low and could reflect conflicts of interest between the company’s board and LGP.

LGP is described as the largest owner of Mister Car Wash stock, holding over 66% of the company’s common stock. Mister Car Wash’s most recent annual report (SEC Form 10-K) states that, for as long as LGP owns more than 50% of the company’s common stock, it can exert controlling influence over matters requiring stockholder approval, including director nominations and elections and approval of significant corporate transactions such as a merger or sale of the company or its assets.

Why the investigation is focused on the board and controlling stockholder

BFA Law said it is investigating whether Mister Car Wash’s board of directors and LGP breached fiduciary duties to the company’s stockholders in connection with the contemplated transaction.

The firm noted that LGP has already used its shares to provide stockholder approval for the take-private sale, and the company does not plan to solicit additional votes from public stockholders. Because LGP can approve the transaction using only its own votes, BFA Law said LGP may have incentives to execute the deal at the lowest possible price.

New SEC disclosures and potential committee independence issues

On April 3, 2026, Mister Car Wash filed new disclosures with the SEC on Schedule 13E-3. According to BFA Law, the filing identifies the members of the special committee that negotiated the transaction terms on behalf of the company.

BFA Law said its investigation has identified potential deficiencies in the independence of those special committee members. The firm also said the company disclosed new information about the background of how the transaction was negotiated.

Sales process questions and consideration of alternatives

BFA Law said it is continuing to investigate whether Mister Car Wash management conducted a sufficient sales process in light of the new information, including whether the company genuinely considered alternative purchasers besides LGP.

What shareholders can do

BFA Law said that if a holder of Mister Car Wash stock is a current shareholder, they may have legal options and are encouraged to submit information to the firm. The firm stated that representation is on a contingency fee basis, with no cost to shareholders, and that shareholders are not responsible for court costs or litigation expenses. The firm said it will seek court approval for any potential fees and expenses.

For additional information, shareholders were directed to submit details through the firm’s case page. The firm also provided contact information for Adam McCall at adam@bfalaw.com and 212.789.3619.

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