Mister Car Wash Inc. 2025年度报告

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 emerginggrowth 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 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 Statements PART I PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure PART III PART IV 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 in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of1934, as amended (the “Exchange Act”). All statements other than statements of present and historical facts contained in thisAnnual Report on Form 10-K, including without limitation, statements regarding our intent, belief and expectations about ourfuture results of operations and financial position, business strategy and approach, and the Merger (as defined below) are forward- Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us.Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to anumber of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed You are cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of futureperformance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our actualresults of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ Any forward-looking statement that we make in this Annual Report on Form 10-K speaks only as of the date hereof. Except asrequired by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any ofthe forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Annual As used in this Annual Report on Form 10-K, unless otherwise stated or the context requires otherwise, references to “Mister CarWash,” “Mister,” the “Company,” “we,” “us,” and “our,” refer to Mister Car Wash, Inc. and its subsidiaries on a consolidated basis. PART I Item 1. Business Who We Are Founded in 1996, Mister Car Wash, Inc. is the largest national car wash brand, with 548 locations in 21 states, as of December 31,2025. Primarily offering express exterior cleaning services, we provide the highest quality car wash, ensuring our customers a quickand convenient experience, which we call the “Mister Experience.” Through our advanced technology and dedication toexceptional customer experiences, we deliver a clean, dry and shiny car every time. In addition, with approximately 2.3 millionmembers, we offer North America's largest monthly car wash subscription program, Unlimited Wash Club® (“UWC”), as a Our purpose is simple: Inspire People to Shine®. This starts with our own people. The Mister brand is deeply rooted in deliveringquality service, fostering friendliness, and demonstrating a genuine commitment to the communities it serves, while prioritizingresponsible environmental practices and resource management. We have a proven, people-first approach that is scalable and has We believe Mister Car Wash offers an affordable, feel-good experience, enjoyed by all who value a clean, dry