European Wax Center, Inc.

false 0001856236 --01-06 0001856236 2026-05-08 2026-05-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2026 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 5830 Granite Parkway , 3rd Floor Plano , Texas 75024 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (469) 264-8123 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.00001 per share EWCZ The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “ Merger Agreement ”), by and among Glow Midco, LLC, a Delaware limited liability company (“ Parent ”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub Inc. ”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub LLC ,” and together with Merger Sub Inc., the “ Merger Subs ”) and EWC Ventures, LLC, a Delaware limited liability company (“ Opco ”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company and a wholly owned subsidiary of Parent (the “ LLC Merger ” and, together with the Corporate Merger, the “ Mergers ”). Capitalized terms used herein but not otherwise defined have the meanings set forth in the Merger Agreement. Concurrently with the closing of the Mergers, indirect subsidiaries of the Company, EWC Master Issuer LLC (the “ Master Issuer ”) and EWC Sub Issuer LLC (the “ Subnote Issuer ”), entered into the Amended and Restated Base Indenture, dated as of May 8, 2026 (the “ Base Indenture ”), with Citibank, N.A., a national banking association, as trustee (in such capacity, the “ Trustee ”), and as the securities intermediary, and (ii) the Series 2026-1 Supplement to the Amended and Restated Base Indenture, dated as of May 8, 2026, between the Master Issuer, the Subnote Issuer and the Trustee (the “ Series Supplement ” and together with the Base Indenture and any other supplement thereto, the “ Indenture ”), in connection with the issuance of by the Master Issuer of (a) $460,000,000 aggregate principal amount of the Series 2026-1 6.40% Fixed Rate Senior Secured Notes, Class A-2 (the “ Class A-2 Notes ”) and (b) up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1 (the “ Class A-1 Notes ” and together with the Class A-2 Notes, the “ Notes ”). The proceeds of the Term Loan Facility, together with equity financing and available cash on hand of the Company and its subsidiaries, were used to fund the aggregate Merger Consideration and to pay fees and expenses incurred in connection with the Mergers and the related transactions. The Indenture is fully and unconditionally guaranteed by the direct parent of the Subnote Issuer as well as the subsidiaries of the Master Issuer (collectively, the “ Securitization Entities ”), and is secured on a first-priority basis by perfected first-priority liens on substantially all assets of the Securitization Entities (subject to certain exclusions and exceptions). The Indenture includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type. Item 1.02. Termination of a Material Definitive Agreement. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02. Concurrently with the closing of the Mergers, the Master Issuer prepaid in full all outstanding Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 issued pursuant to that certain Series 2022-1 Supplement, dated as of April 6, 2022, as amended, supplemented, amended and restated or otherwise modified from time to time, by and between the Master Issuer and Citibank, N.A., as trustee, and that certain Base Indenture, dated as of April 6, 2022, as amended, supplemented, amended and restated or otherwise modified from time to time, by and between the Master Issuer and Citibank, N.A., as trustee and securities intermediary, and all pledge, security, management and other agreements and documents related thereto. The aggregate prepayment amount was approximately $388.1 million, consisting of $385,000,000 in outstanding principal amount plus approximately $3.1 million in accrued and unpaid interest. No make-whole prepayment premium or other early termination penalty was payable in connection with the prepayment. The prepayment was funded with the net proceeds from the issuance of the Series 2026-1 Class A-2 Notes issued under an Amended and Restated Base Indenture (as described in Item 1.01 of this Current Report on Form 8-K). Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. Closing of the Mergers On the Closing Date, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, at the effective time of the Mergers (the “ Effective Time ”), (i) each share of the Company’s Class A common stock, par value $0.00001 per share (the “ Class A Common Stock ”), issued and outstanding immediately prior to the effective time of the Corporate Merger, other than certain excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share (the “ Class B Common Stock ” and, together with the Class A Common Stock, the “ Company Common Stock ”), issued and outstanding immediately prior to the effective time of the Corporate Merger, other than certain excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive