Under the terms of the Agreement and Plan of Merger, dated February 9, 2026, General Atlantic acquired 100 percent of the outstanding shares of EWC Class A common stock that it did not already own. Stockholders other than General Atlantic affiliates received $5.80 in cash for each share of Class A common stock, with Class B common stock converted into a nominal $0.00001 per share. At signing, the transaction implied an equity value of approximately $330 million. The $5.80 per-share price represented a 45 percent premium to EWC's closing stock price on February 9, 2026, the last trading day before announcement, and a 51 percent premium to the company's 90-day volume-weighted average share price through that date. General Atlantic beneficially owned approximately 42 percent of the combined voting power of EWC's common stock (29.8 percent of Class A shares and 92.3 percent of Class B shares) prior to the deal.

According to EWC's definitive merger proxy (DEFM14A), General Atlantic submitted an unsolicited, non-binding proposal on November 13, 2025 at $5.25 per share, a 42 percent premium to the 30-day volume-weighted average price at that time, and stated it would not sell its stake to a third party and would only proceed if a special committee of independent directors was formed to evaluate and had authority to reject the proposal. The Special Committee, advised by Ropes & Gray LLP and Moelis & Company LLC, countered at $6.25 per share; General Atlantic raised its offer to $5.60 per share; the Special Committee countered again at $6.00 per share; General Atlantic then proposed $5.80 per share, which the Special Committee accepted. The proxy states that the Special Committee concluded not to solicit competing bids from third parties because General Atlantic had stated it would not sell its stake and held contractual rights under the companies' Stockholders' Agreement to block any competing transaction, making a market check unlikely to produce a viable alternative offer.

Moelis, as the Special Committee's financial advisor, used three principal methodologies to assess fairness of the $5.80 price. A discounted cash flow analysis using a 9.25 percent to 12.00 percent discount rate range and 6.5x to 8.5x terminal EBITDA multiples produced an implied per-share reference range of $4.46 to $7.65. A selected public companies analysis, applying a 6.5x to 8.5x TEV/2026E Adjusted EBITDA multiple range drawn from lower-growth restaurant and wellness franchisors (including Wendy's, Papa John's, Jack in the Box, Dine Brands, Xponential Fitness and El Pollo Loco), produced an implied per-share range of $2.73 to $5.23. A selected precedent transactions analysis, applying an 8.0x to 10.0x TEV/LTM EBITDA multiple range informed by deals such as Denny's/TriArtisan Capital, Del Taco/Yadav Enterprises and Papa Murphy's/MTY Food Group, produced an implied per-share range of $4.85 to $7.36. Moelis separately noted (without relying on it for its opinion) an illustrative leveraged buyout analysis assuming a 17.5 percent to 22.5 percent target IRR, which implied a per-share range of approximately $3.80 to $5.79, as well as a 52-week trading range of $3.10 to $7.45 and Wall Street analyst price targets of $3.75 to $15.00 as of early February 2026.

The merger agreement provides for a Company Termination Fee of $6,600,000 payable by EWC to General Atlantic's parent entity under specified circumstances, including entry into or consummation of an alternative acquisition within twelve months of termination, and a Parent Termination Fee of $19,000,000 payable by the Parent to the Company under specified circumstances.

Approval required both a statutory majority of all outstanding shares and a separate majority of votes cast by disinterested, unaffiliated stockholders (excluding General Atlantic and its affiliates). At the May 7, 2026 special meeting, the Merger Agreement Proposal received 41,008,435 votes for and 5,122,714 against on a statutory basis, and 17,884,892 votes for and 5,122,714 against among unaffiliated stockholders, with both thresholds satisfied.

The acquisition was funded through a combination of new asset-backed securitization debt, equity financing from General Atlantic, and available cash on hand. Concurrently with closing, EWC's indirect subsidiaries, EWC Master Issuer LLC and EWC Sub Issuer LLC, issued $460,000,000 of Series 2026-1 6.40% fixed-rate senior secured notes (Class A-2) and up to $40,000,000 of Series 2026-1 variable funding senior secured notes (Class A-1) under an Amended and Restated Base Indenture with Citibank, N.A. as trustee. Proceeds, together with equity financing and cash on hand, were used to fund the merger consideration and related fees, and to prepay in full approximately $388.1 million (comprising $385,000,000 of principal plus approximately $3.1 million of accrued interest) of EWC's existing Series 2022-1 5.50% fixed-rate senior secured notes, with no make-whole premium or early termination penalty. No separate synergy figures, EPS accretion/dilution estimates, or pro forma ownership percentages were disclosed in the filings reviewed, as this is an all-cash going-private transaction rather than a stock-for-stock combination.

Upon closing, EWC's Class A common stock ceased trading and was delisted from the Nasdaq Stock Market, and the company notified Nasdaq of its intent to file a Form 25 to deregister the stock, with EWC intending to subsequently file a Form 15 to suspend its Exchange Act reporting obligations. Moelis & Company LLC acted as exclusive financial advisor and Ropes & Gray LLP as legal counsel to the Special Committee of the EWC Board; Edelman Smithfield served as strategic communications advisor to EWC; BofA Securities and Guggenheim Securities acted as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel to General Atlantic.