Mister Car Wash Inc 2025年度报告

OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period From ___to___Commission File Number 001-40542 (Exact name of Registrant as specified in its Charter) 47-1393909(I.R.S. Employer Identification No.)85705(Zip Code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock on The Nasdaq Stock Market LLC on June 30, 2025, was $603,562,916. The number of shares of registrant’s common stock outstanding as of February 13, 2026 was 328,479,065. Documents Incorporated by Reference: Portions of our Proxy Statement, Information Statement or 10-K/A, as applicable, to be filed with the Securities and Exchange Commission within 120 days of ourfiscal year ended December 31, 2025 are incorporated by reference into Part III of this report. MISTER CAR WASH, INC.TABLE OF CONTENTS Forward-Looking Statements1PART IItem 1.Business2Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments22Item 1C.Cybersecurity22Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety DisclosuresNot applicablePART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities24Item 6.[Reserved]Not applicableItem 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A.Quantitative and Qualitative Disclosures About Market Risk35Item 8.Financial Statements and Supplementary Data36Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66Item 9A.Controls and Procedures66Item 9B.Other Information68Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections68PART IIIItem 10.Directors, Executive Officers and Corporate Governance69Item 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters69Item 13.Certain Relationships and Related Transactions, and Director Independence69Item 14.Principal Accountant Fees and Services69PART IVItem 15.Exhibits and Financial Statement Schedules70Item 16.Form 10-K Summary72Signatures73 Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-lookingstatements contained