CoverageForm 410-K10-Q8-K13D13G13F

MCW Mister Car Wash, Inc. - 8-K

Filed Oct 29, 2025. See issuer overview · financials · original on SEC.gov ↗
Accession
0001193125-25-256294
2.029.01

Item 2.02 - Results of Operations and Financial Condition

Earnings press release attached as Exhibit 99.1.

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2025, Mister Car Wash, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. 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.

Exhibit 99.1 - press release (4,300 words)

EX-99.1
2
mcw-ex99_1.htm
EX-99.1

Exhibit 99.1

Mister Car Wash Announces Third Quarter 2025 Results

Net revenues increased 6%

Comparable-store sales increased 3.1%

Unlimited Wash Club ® (“UWC”) memberships increased 6%

Opened 5 new greenfield locations

Reiterates full year 2025 outlook

Tucson, Ariz., October 29, 2025 – Mister Car Wash, Inc. (the “Company”) (Nasdaq: MCW), the nation’s leading car wash brand, today announced its financial results for the quarter ended September 30, 2025.

“We delivered a solid third quarter performance, underscoring the strength of our strategy, the resilience of our business model, and the dedication of our team,” said John Lai, Chairperson and CEO of Mister Car Wash. “I’m pleased to report that we posted our tenth consecutive quarter of comparable-store sales growth. In addition, we delivered robust margin expansion, generated strong free cash flow, and—after the close of the third quarter—completed the acquisition of five stores in Lubbock, TX, significantly expanding our presence in this market. With exciting growth opportunities ahead, we remain focused on expanding our footprint, investing in innovation, and building both our brand and our team—all while delivering the industry’s premier car wash experience.”

Third Quarter 2025 Highlights:

•

Net revenues increased 6% to $263.4 million, up from $249.3 million in the third quarter of 2024.

•

Comparable-store sales increased 3.1% during the quarter.

•

UWC sales represented 77% of total wash sales compared to 74% in the third quarter of 2024.

•

Ended the quarter with over 2.2 million UWC members representing a year-over-year increase of 117 thousand members or 6%.

•

Opened 5 new greenfield locations, bringing the total net number of car wash locations operated to 527 as of September 30, 2025, an increase of 5% compared to 501 car wash locations as of September 30, 2024.

•

Net income and net income per diluted share were $27.4 million and $0.08, respectively.

•

Adjusted net income (1) and adjusted net income per diluted share (1) were $36.4 million and $0.11, respectively.

•

Adjusted EBITDA (1) increased 10% to $86.8 million from $78.8 million in the third quarter of 2024.

Nine Month 2025 Highlights:

•

Net revenues increased 6% to $790.5 million, up from $743.6 million in the prior year.

•

Comparable-store sales increased 3.4%.

•

Opened 13 new greenfield locations.

•

Net income and net income per diluted share were $83.0 million and $0.25, respectively.

•

Adjusted net income (1) and adjusted net income per diluted share (1) were $108.0 million and $0.33, respectively.

•

Adjusted EBITDA (1) increased 7% to $259.5 million from $242.7 million in 2024.

(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.

1

Location Count

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

Beginning location count

522

491

514

Greenfield locations opened

5

10

13

Ending location count

527

501

527

Balance Sheet and Cash Flow Highlights:

•

As of September 30, 2025, cash and cash equivalents totaled $35.7 million, compared to cash and cash equivalents of $67.5 million as of December 31, 2024. There were no borrowings under the Company’s Revolving Commitment as of September 30, 2025 and December 31, 2024.

•

Net cash provided by operating activities totaled $225.7 million compared to $198.8 million for the nine months ended September 30, 2025 and 2024, respectively.

•

Free cash flow (2) totaled $47.1 million compared to $(61.1) million for the nine months ended September 30, 2025 and 2024, respectively.

•

Free cash flow excluding growth capital expenditures (2) totaled $202.0 million compared to $174.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Sale-Leasebacks and Rent Expense:

•

In the third quarter of 2025, the Company had one sale-leaseback transaction involving one car wash location for aggregate consideration of $5.0 million.

•

With 477 car wash leases as of September 30, 2025, versus 447 car wash leases as of September 30, 2024, rent expense, net increased 11% to $30.3 million, compared to the third quarter of 2024.

Subsequent Event:

•

On October 20, 2025, the Company acquired five locations in Lubbock, Texas. The transaction expands the Company’s footprint in the Lubbock market from four to nine convenient locations, establishing a leading market position across the city. The Company expects a seamless transition for customers and team members, ensuring continued access to fast, friendly, and reliable car wash services.

2025 Outlook

The Company reiterates the guidance previously provided for the fiscal year ending December 31, 2025:

2025 Outlook

Net revenues

$1,046 to $1,054 million

Comparable-store sales growth %

1.5% to 2.5%

Adjusted EBITDA

$338 to $342 million

Adjusted net income

$140 to $143 million

Adjusted net income per diluted share

$0.42 to $0.43

Interest expense, net

$61 million

Rent expense, net

Approx. $123 million

Weighted average common shares outstanding, diluted, full year

Approx. 332 million

New greenfield locations

Approx. 30

Capital expenditures (3)

$255 to $275 million

Sale leasebacks

$40 to $50 million

(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.

(3) Total capital expenditures for the year ending December 31, 2025 are expected to consist of approximately $205 million to $220 million of new store growth capital expenditures and $50 million to $55 million of other capital expenditures related to store-level maintenance, productivity improvements and the integration of acquired locations.

2

Conference Call Details

A conference call to discuss the Company’s financial results for the third quarter of fiscal 2025 and to provide a business update is scheduled for today, October 29, 2025, at 4:30 p.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial 855-209-8213 (international callers please dial 1-412-542-4146) approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at https://ir.mistercarwash.com/ .

A recorded replay of the conference call will be available within approximately three hours of the conclusion of the call and can be accessed online at https://ir.mistercarwash.com/ for 90 days.

3

About Mister Car Wash® | Inspiring People to Shine®

Headquartered in Tucson, Arizona, Mister Car Wash, Inc. (Nasdaq: MCW) operates approximately 525 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.

Beginning in 2025, the Company has made certain changes to its definitions for adjusted net income and adjusted net income per diluted share that impact the comparability of the metrics to prior periods. Specifically, the Company will no longer include non-cash rent expense in its reconciliation of net income to adjusted net income. Accordingly, the Company’s 2025 adjusted net income and adjusted net income per diluted share guidance reflects the Company’s updated definition of adjusted net income and adjusted net income per diluted share. 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 mandatory 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 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.

4

The Company is not providing a reconciliation of the 2025 outlook for adjusted EBITDA, adjusted net income, and adjusted net income per diluted share because we are unable to predict with reasonable certainty the reconciling items that may affect the most directly comparable GAAP financial measures without unreasonable efforts. The amounts that are necessary for such reconciliations, including acquisition expenses, other expenses, and the other adjustments reflected, are uncertain, depend on various factors, and could significantly impact, either individually or in the aggregate, the GAAP measures.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact, including, without limitation, statements regarding Mister Car Wash’s expansion efforts and expected growth and financial and operational results for 2025 are forward-looking statements. Words including “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would” or the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.

These forward-looking statements are based on management’s current expectations and beliefs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements, including, but not limited to: our inability to attract new customers, retain existing customers and maintain or grow the number of UWC members, which could adversely affect our business, financial condition and results of operations and rate of growth; our failure to acquire, or open and operate new locations in a timely and cost-effective manner, and enter into new markets or leverage new technologies, may materially and adversely affect our competitive advantage or financial performance; our inability to successfully implement our growth strategies on a timely basis or at all; we are subject to a number of risks and regulations related to credit card and debit card payments we accept; an overall decline in the health of the economy and other factors impacting consumer spending, such as natural disasters and fluctuations in inflation, may affect consumer purchases, reduce demand for our services and materially and adversely affect our business, results of operations and financial condition; inflation, supply chain disruption and other increased operating costs could materially and adversely affect our results of operations; our locations may experience difficulty hiring and retaining qualified personnel, resulting in higher labor costs; we lease or sublease the land and buildings where a number of our locations are situated, which could expose us to possible liabilities and losses; our indebtedness could adversely affect our financial health and competitive position; our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, may result in litigation, investigation or claims by third parties or employees that could adversely affect our business; our locations are subject to certain environmental laws and regulations; we are subject to data security and privacy risks that could negatively impact our results of operations or reputation; we may be unable to adequately protect, and we may incur significant costs in enforcing or defending, our intellectual property and other proprietary rights; stockholders’ ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock and continue to have substantial control over us; our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares of our common stock; and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as such factors may be updated from time to time in its other filings with the SEC accessible on the SEC’s website at www.sec.gov and the Investors Relations section of the Company’s website at www.mistercarwash.com .

Any forward-looking statement that the Company makes in this press release speaks only as of the date hereof. Except as required by law, the Company does not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Investor Relations

Edward Plank, Mister Car Wash, Inc.

[email protected]

Media

[email protected]

5

Consolidated Statements of Operations and Comprehensive Income

(Amounts in thousands, except share and per share data)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Net revenues

$

263,417

$

249,329

$

790,488

$

743,555

Costs and expenses

Cost of labor and chemicals

76,581

73,617

227,460

217,966

Other store operating expenses

109,531

102,607

328,048

298,953

General and administrative

22,693

25,436

72,465

80,058

(Gain) loss on sale of assets, net

2,759

(1,916

)

3,549

(552

)

Total costs and expenses

211,564

199,744

631,522

596,425

Operating income

51,853

49,585

158,966

147,130

Other (income) expense

Interest expense, net

14,054

20,653

45,249

60,931

Loss on extinguishment of debt

—

—

—

1,882

Other income

—

—

(21

)

(5,189

)

Total other expense, net

14,054

20,653

45,228

57,624

Income before taxes

37,799

28,932

113,738

89,506

Income tax provision

10,388

6,590

30,732

28,436

Net income

$

27,411

$

22,342

$

83,006

$

61,070

Other comprehensive income, net of tax

Gain (loss) on interest rate swap

(266

)

—

84

—

Total comprehensive income

$

27,145

$

22,342

$

83,090

$

61,070

Earnings per share

Basic

$

0.08

$

0.07

$

0.25

$

0.19

Diluted

$

0.08

$

0.07

$

0.25

$

0.19

Weighted-average common shares outstanding

Basic

327,389,467

321,917,525

325,728,763

319,067,596

Diluted

332,359,175

329,299,326

331,899,189

329,222,641

6

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

Nine Months Ended September 30,

2025

2024

Cash flows from operating activities

Net income

$

83,006

$

61,070

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization expense

65,055

61,038

Stock-based compensation expense

19,893

18,843

(Gain) loss on sale of assets, net

3,549

(552

)

Loss on extinguishment of debt

—

1,882

Amortization of deferred debt issuance costs

865

961

Non-cash lease expense

41,198

36,557

Deferred income tax

28,785

25,842

Changes in assets and liabilities

Accounts receivable, net

(1,888

)

3,469

Other receivables

1,372

(7,012

)

Inventory, net

344

3,461

Prepaid expenses and other current assets

1,509

(605

)

Accounts payable

7,692

11,629

Accrued expenses

7,242

11,850

Deferred revenue

2,704

1,954

Operating lease liability

(35,875

)

(31,811

)

Other noncurrent assets and liabilities

282

264

Net cash provided by operating activities

$

225,733

$

198,840

Cash flows from investing activities

Purchases of property and equipment

(178,654

)

(259,896

)

Proceeds from sale of property and equipment

6,851

36,431

Net cash used in investing activities

$

(171,803

)

$

(223,465

)

Cash flows from financing activities

Proceeds from issuance of common stock under employee plans

4,116

3,742

Payments for repurchases of common stock

—

(19,290

)

Proceeds from debt borrowings

—

925,000

Proceeds from revolving line of credit

—

186,000

Payments on debt borrowings

(89,307

)

(903,513

)

Payments on revolving line of credit

—

(164,000

)

Payments of deferred debt issuance costs

—

(5,257

)

Principal payments on finance lease obligations

(585

)

(552

)

Net cash provided by (used in) financing activities

$

(85,776

)

$

22,130

Net change in cash and cash equivalents, and restricted cash during period

(31,846

)

(2,495

)

Cash and cash equivalents, and restricted cash at beginning of period

67,612

19,119

Cash and cash equivalents, and restricted cash at end of period

$

35,766

$

16,624

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets

Cash and cash equivalents

35,652

16,478

Restricted cash, included in prepaid expenses and other current assets

114

146

Total cash, cash equivalents, and restricted cash

$

35,766

$

16,624

Supplemental disclosure of cash flow information

Cash paid for interest

$

46,730

$

60,436

Cash paid for income taxes

$

2,296

$

2,267

Supplemental disclosure of non-cash investing and financing activities

Property and equipment in accounts payable

$

9,285

$

17,352

Property and equipment accrued in other accrued expenses

$

3,817

$

—

Stock option exercise proceeds in other receivables

$

—

$

1

7

Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

(Unaudited)

As of

September 30, 2025

December 31, 2024

Assets

Current assets

Cash and cash equivalents

$

35,652

$

67,463

Accounts receivable, net

2,679

791

Other receivables

14,451

13,518

Inventory, net

5,384

5,728

Prepaid expenses and other current assets

10,598

11,590

Total current assets

68,764

99,090

Property and equipment, net

915,508

814,600

Operating lease right of use assets, net

901,631

924,896

Other intangible assets, net

111,119

112,507

Goodwill

1,134,734

1,134,734

Other assets

11,174

15,969

Total assets

$

3,142,930

$

3,101,796

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

$

36,084

$

30,020

Accrued payroll and related expenses

30,164

27,116

Other accrued expenses

37,626

39,162

Current maturities of long-term debt

—

6,920

Current maturities of operating lease liability

52,330

48,986

Current maturities of finance lease liability

857

804

Deferred revenue

36,664

33,960

Total current liabilities

193,725

186,968

Long-term debt, net

827,231

909,094

Operating lease liability

871,296

890,613

Financing lease liability

12,575

13,262

Deferred tax liabilities, net

130,554

101,741

Other long-term liabilities

2,392

1,766

Total liabilities

2,037,773

2,103,444

Stockholders’ equity

Common stock, $0.01 par value, 1,000,000,000 shares authorized,

327,532,052 and 323,693,863 shares outstanding as of

September 30, 2025 and December 31, 2024, respectively

3,281

3,242

Additional paid-in capital

853,940

830,264

Accumulated other comprehensive income

84

—

Retained earnings

247,852

164,846

Total stockholders’ equity

1,105,157

998,352

Total liabilities and stockholders’ equity

$

3,142,930

$

3,101,796

8

GAAP to Non-GAAP Reconciliations

(Amounts in thousands, except share and per share data)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Reconciliation of net income to adjusted EBITDA

Net income

$

27,411

$

22,342

$

83,006

$

61,070

Interest expense, net

14,054

20,653

45,249

60,931

Income tax provision

10,388

6,590

30,732

28,436

Depreciation and amortization expense

22,400

21,182

65,055

61,038

(Gain) loss on sale of assets, net

2,759

(1,916

)

3,549

(552

)

Stock-based compensation expense

6,601

6,774

20,991

20,367

Acquisition expenses

1,201

863

3,814

1,976

Non-cash rent expense

1,647

1,560

5,265

4,542

Debt refinancing costs

—

—

—

1,882

Employee retention credit

—

—

—

(5,189

)

Other

331

756

1,826

8,167

Adjusted EBITDA

$

86,792

$

78,804

$

259,487

$

242,668

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Reconciliation of net income to adjusted net income

Net income

$

27,411

$

22,342

$

83,006

$

61,070

(Gain) loss on sale of assets, net

2,759

(1,916

)

3,549

(552

)

Stock-based compensation expense

6,601

6,774

20,991

20,367

Acquisition expenses

1,201

863

3,814

1,976

Non-cash rent expense (1)

1,647

1,560

5,265

4,542

Debt refinancing costs

—

—

—

1,882

Employee retention credit

—

—

—

(5,189

)

Other

331

756

1,826

8,167

Income tax impact of stock award exercises

445

4

1,238

6,006

Tax impact of adjustments to net income (2)

(2,698

)

(1,567

)

(7,628

)

(6,083

)

Adjusted net income, as defined through 2024

$

37,697

$

28,816

$

112,061

$

92,186

Non-cash rent expense (1)

(1,647

)

(1,560

)

(5,265

)

(4,542

)

Tax impact of adjustments to net income (2)

388

240

1,227

622

Adjusted net income, as defined beginning 2025

$

36,438

$

27,496

$

108,023

$

88,266

Diluted adjusted net income per Share, as defined through 2024

$

0.11

$

0.09

$

0.34

$

0.28

Diluted adjusted net income per Share, as defined beginning 2025

$

0.11

$

0.08

$

0.33

$

0.27

Adjusted weighted-average common shares outstanding - diluted

332,359,175

329,299,326

331,899,189

329,222,641

(1) Non-cash rent expense was included in the reconciliation of net income to adjusted net income and adjusted net income per diluted share for periods prior to fiscal 2025. Beginning in fiscal 2025, such expenses will no longer be included in the calculation of adjusted net income and adjusted net income per diluted share.

(2) Tax impacts of adjustments to net income were adjusted prior to and beginning in 2025 for changes in expenses adjusting net income.

9

Nine Months Ended September 30,

2025

2024

Free cash flow

Net cash provided by operating activities

$

225,733

$

198,840

Adjustments:

Purchases of property and equipment

(178,654

)

(259,896

)

Free cash flow

$

47,079

$

(61,056

)

Nine Months Ended September 30,

2025

2024

Free cash flow excluding growth capital expenditures

Net cash provided by operating activities

$

225,733

$

198,840

Adjustments:

Purchases of maintenance property and equipment

(23,717

)

(24,624

)

Free cash flow excluding growth capital expenditures

$

202,016

$

174,216

10

Item 9.01 - Financial Statements and Exhibits

44 words

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release issued by Mister Car Wash, Inc., dated October 29, 2025

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document