European Wax Center (EWCZ) Proxy Filing summary

Executive summary

• A definitive agreement was reached for a take-private acquisition by General Atlantic, valuing the equity at approximately $330 million, with unaffiliated Class A shareholders to receive $5.80 per share in cash, a 45% premium to the pre-announcement price.

• The transaction was unanimously recommended by a Special Committee of independent directors and approved by the full board, with closing expected in mid-2026, subject to regulatory and shareholder approvals.

• Upon completion, the company will be delisted from Nasdaq and become privately held.

Voting matters and shareholder proposals

• The merger requires approval by a majority of unaffiliated shareholders and a majority of all outstanding Class A shares.

• General Atlantic affiliates, holding about 42% of shares, have entered a support agreement to vote in favor of the merger and not transfer their shares prior to closing.

• Dissenting shareholders are entitled to statutory appraisal rights under Delaware law.

Board of directors and corporate governance

• A Special Committee of independent directors was formed to evaluate and negotiate the transaction, receiving a fairness opinion from Moelis & Company.

• The board and Special Committee determined the transaction is fair and in the best interests of unaffiliated shareholders.

• The surviving corporation’s board and officers will be those of the acquirer’s merger subsidiary at closing.