On February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business to Express Wash Operations, LLC dba Whistle Express Car Wash (the “Buyer”) for an aggregate purchase price of $385 million, subject to customary adjustments for cash, indebtedness, working capital, and transaction expenses. Under the terms of the agreement, the Buyer agreed to pay the Company $255 million in cash and deliver to the Company an interest-bearing seller note (“Seller Note”) evidencing a loan in the initial principal amount of $130 million, subject to customary adjustments.

In April 2025, the Company received net cash proceeds of $252 million and consummated the Seller Note. A net gain of $36 million was recognized on sale of the business, which included $11 million of income tax expense, $5 million of transaction costs, and $4 million of working capital adjustments paid to the Buyer in the first quarter of fiscal year 2026. In July 2025, the Company sold the Seller Note for $113 million. Net proceeds were utilized to repay the outstanding balance of $46 million on the Term Loan Facility and $65 million on the Revolving Credit Facility.

This divestiture qualified as discontinued operations as of February 24, 2025 as it represented a strategic shift relating to the Company’s car wash footprint and services offered within the U.S. and has a major effect on the consolidated results of operations. Accordingly, the results of operations for the U.S. Car Wash disposal group and certain transaction related costs have been classified as discontinued operations within the consolidated statements of operations. Results outlined below were historically reflected within the Car Wash Segment within the previously filed financial statements, prior to the Company resegmenting in the current year.

In conjunction with the sale of the U.S. Car Wash business, the Company entered into a Transition Services Agreement (“TSA”) to provide certain support services for up to 12 months or less from the closing date of the sale. These services include, among others, accounting, information technology, treasury, human resources, and marketing services. The Company recognized a benefit of $1 million in selling, general, and administrative expenses during the year ended December 27, 2025 relating to the TSA. In addition, the Company entered into an Employee Services Leasing Agreement (“ESLA”) outlining certain U.S. Car Wash operational employees may be leased from the date of sale through December 31, 2025. Costs associated with the ESLA were reimbursed by the Buyer. The Company recognized a benefit of $4 million in selling, general, and administrative expenses during the year ended December 27, 2025 relating to services associated with the ESLA.


	Year Ended
(in thousands)	December 27, 2025		December 28, 2024		December 30, 2023
Net revenue:
Company-operated store sales	$	101,840	$	363,795	$	380,020
Supply and other revenue	165		181		31
Total net revenue	102,005		363,976		380,051
Operating expenses:
Company-operated store expenses	83,918		283,508		290,311
Supply and other expenses	704		151		102
Selling, general, and administrative expenses	29,437		54,811		57,447


Depreciation and amortization	2,226		47,839		48,455
Goodwill impairment	—		—		850,970

Asset impairment charges and lease terminations	476		332,447		8,871
Total operating expenses	116,761		718,756		1,256,156
Operating loss	(14,756)		(354,780)		(876,105)
Other expenses, net:
Interest expense, net	7		—		120
Foreign currency transaction loss, net	—		—		86
Loss before taxes from discontinued operations	(14,763)		(354,780)		(876,311)
Income tax benefit	(5,207)		(61,779)		(131,325)
Net loss from discontinued operations	$	(9,556)	$	(293,001)	$	(744,986)


(in thousands)	December 27, 2025		December 28, 2024

Assets
Current assets:
Cash and cash equivalents	$	—	$	20,381
Accounts and notes receivable, net	—		1,955
Inventory	—		988
Prepaid and other assets	—		3,843

Assets held for sale	—		55,207
Total current assets of discontinued operations	—		82,374
Other assets	—		3,126
Property and equipment, net	—		312,663
Operating lease right-of-use assets	—		841,690
Total assets of discontinued operations	$	—	$	1,239,853
Liabilities
Current liabilities:
Accounts payable	$	—	$	9,417
Accrued expenses and other liabilities	—		60,068
Current portion of long-term debt	—		955
Total current liabilities of discontinued operations	—		70,440
Long-term debt	—		4,047
Operating lease liabilities	—		804,618
Long-term accrued expenses and other liabilities	—		7,314
Total liabilities of discontinued operations	$	—	$	886,419

The cash flows related to discontinued operations have not been segregated and are included within the consolidated statements of cash flows. The following table presents cash flow and non-cash information related to the U.S. Car Wash business:


	Year Ended
(in thousands)	December 27, 2025		December 28, 2024		December 30, 2023
Depreciation and amortization	$	2,226	$	47,839	48,455
Capital expenditures	4,657		39,217		117,872
Loss on sale and disposal of assets	7,634		6,735		14,109
Goodwill impairment	—		—		850,970
Asset impairment	476		332,447		8,871

On November 27, 2025, the Company entered into a definitive agreement to sell its ICW business to Neptune Acquisition Bidco Limited. On January 27, 2026, the Company completed the sale of ICW for an aggregate purchase price of €411 million or $490 million.

This divestiture qualified as discontinued operations as of November 27, 2025 as it represented a strategic shift relating to the Company’s car wash footprint and services offered outside of the U.S. and has a major effect on the consolidated results of operations. Accordingly, the results of operations for the ICW disposal group and certain transaction related costs have been classified as discontinued operations within the consolidated statements of operations. Results outlined below were historically reflected within the Car Wash Segment within the previously filed financial statements.


	Year Ended
(in thousands)	December 27, 2025		December 28, 2024		December 30, 2023
Net revenue:
Independently-operated store sales	$	239,369	$	212,396	$	196,395
Supply and other revenue	6,927		6,503		5,962
Total net revenue	246,296		218,899		202,357
Operating expenses:
Independently-operated store expenses	135,648		121,319		109,182
Supply and other expenses	3,476		3,574		3,749
Selling, general, and administrative expenses	49,328		35,125		36,483


Depreciation and amortization	50,348		54,581		49,825
Goodwill impairment	27,981		—		—

Asset impairment charges and lease terminations	336		257		213
Total operating expenses	267,117		214,856		199,452
Operating (loss) income	(20,821)		4,043		2,905
Other expenses, net:
Interest expense, net	778		845		695
(Loss) income before taxes from discontinued operations	(21,599)		3,198		2,210
Income tax (benefit) expense	(3,492)		8,196		9,373
Net loss from discontinued operations	$	(18,107)	$	(4,998)	$	(7,163)


(in thousands)	December 27, 2025		December 28, 2024
Assets
Current assets:
Cash and cash equivalents	$	29,744	$	17,991
Accounts and notes receivable, net	5,386		4,944
Inventory	10,048		10,639
Prepaid and other assets	15,273		12,284
Income tax receivable	1,542		2,481
Total current assets of discontinued operations	61,993		48,339

Property and equipment, net	309,440		304,601
Operating lease right-of-use assets	121,901		117,087
Intangibles, net	34,205		31,102
Goodwill	204,442		197,526
Deferred tax assets	1,502		1,183
Total assets of discontinued operations	$	733,483	$	699,838
Liabilities
Current liabilities:
Accounts payable	$	10,047	$	7,003
Accrued expenses and other liabilities	43,675		35,592
Income tax payable	19,954		1,270
Current portion of long-term debt	119		48
Total current liabilities of discontinued operations	73,795		43,913
Long-term debt	—		98
Deferred tax liabilities	44,479		51,324
Operating lease liabilities	101,909		98,618
Long-term accrued expenses and other liabilities	19,231		18,096
Total liabilities of discontinued operations	$	239,414	$	212,049


	Year Ended
(in thousands)	December 27, 2025		December 28, 2024		December 30, 2023
Depreciation and amortization	$	50,348	$	54,581	$	49,825
Capital expenditures	25,361		43,741		58,949
Loss on sale and disposal of assets	438		1,350		1,683
Goodwill impairment	27,981		—		—
Asset impairment	336		257		213