EWCZ / European Wax Center, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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): August 13, 2025 EUROPEAN WAX CENT

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): August 13, 2025 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 5, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

European Wax Center, Inc. Reports Second Quarter Fiscal Year 2025 Results Updates fiscal 2025 outlook

Exhibit 99.1 European Wax Center, Inc. Reports Second Quarter Fiscal Year 2025 Results Updates fiscal 2025 outlook Second Quarter Fiscal 2025 versus 2024 • 1,059 total centers in 44 states was flat • System-wide sales of $257.6 million decreased 1.0% • Total revenue of $55.9 million decreased 6.6% • Same-store sales increased 0.3% • GAAP net income of $5.4 million decreased 9.0% • Adjusted Net Inc

Offer Letter, dated July 2, 2025, by and between Angela Jaskolski and EWC Corporate, LLC.

Exhibit 10.1 July 2, 2025 VIA EMAIL Angela Jaskolski Dear Angela, EWC Corporate, LLC and its affiliates (collectively, “EWC”, “we”, “us” or “our”), operate and support the European Wax Center franchise system. We are very pleased to offer you the position of Executive Vice President and Chief Operating Officer of EWC Corporate, LLC and European Wax Center, Inc. on the following terms and subject t

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits.

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): July 16, 2025 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

European Wax Center, Inc. Strengthens Executive Leadership Team with Key Appointments Angela Jaskolski appointed Chief Operating Officer and Kurt Smith named Chief Development Officer, bringing deep consumer industry experience in franchise operation

Exhibit 99.1 European Wax Center, Inc. Strengthens Executive Leadership Team with Key Appointments Angela Jaskolski appointed Chief Operating Officer and Kurt Smith named Chief Development Officer, bringing deep consumer industry experience in franchise operations and development PLANO, Texas, July 16, 2025 – European Wax Center, Inc. (NASDAQ: EWCZ) (the “Company” or “European Wax Center”), the le

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders.

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): June 03, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 5, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

European Wax Center, Inc. Reports First Quarter Fiscal Year 2025 Results Reiterates fiscal 2025 outlook

Exhibit 99.1 European Wax Center, Inc. Reports First Quarter Fiscal Year 2025 Results Reiterates fiscal 2025 outlook First Quarter Fiscal 2025 versus 2024 • Net new centers increased 1.0% to 1,062 total centers in 45 states • System-wide sales of $225.9 million increased 2.1% • Total revenue of $51.4 million decreased 0.9% • Same-store sales increased 0.7% • GAAP net income of $2.6 million decreas

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 14, 2025 EUROPEAN WAX CENTER,

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 14, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 21, 2025 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissio

As filed with the Securities and Exchange Commission on March 21, 2025

As filed with the Securities and Exchange Commission on March 21, 2025 Registration No.

Form of Inducement Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 21, 2025).

Exhibit 10.3 European Wax Center, Inc. 2025 Inducement Plan Notice of OPTION Grant Participant: [] # of Shares Subject to Option: [] Date of Grant: [] Exercise Price Per Share: $[] Vesting Schedule: The Option shall vest in accordance with terms of the Award Agreement attached hereto as Annex I. Upon vesting, the Option shall no longer be subject to cancellation pursuant to Section 2 of the Award

Form of Inducement Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 21, 2025).

Exhibit 10.2 European Wax Center, Inc. 2025 Inducement Plan Notice of RSU Grant Participant: [] # of Shares Underlying RSUs: [] Date of Grant: [] Vesting Schedule: The RSUs shall vest in accordance with terms of the Award Agreement attached hereto as Annex I. Upon vesting, the RSUs shall no longer be subject to cancellation pursuant to Section 3 of the Award Agreement, subject to the other provisi

European Wax Center, Inc. 2025 Inducement Plan.

Exhibit 10.1 EUROPEAN WAX CENTER, INC. 2025 Inducement Plan 1. Purpose. The purpose of the European Wax Center, Inc. 2025 Inducement Plan (as amended from time to time, the “Plan”) is to help European Wax Center, Inc., a Delaware corporation (together with its Subsidiaries, whether existing or thereafter acquired or formed, and any and all successor entities, the “Company”) provide an inducement t

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) European Wax Center, Inc.

First Amendment to Tax Receivable Agreement, dated as of December 30, 2024, by and among European Wax Center, Inc. and the other parties thereto.

Exhibit 10.6 FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT This First Amendment to Tax Receivable Agreement (this “Amendment”) is made and entered into this 30th day of December 2024, by and between General Atlantic Partners AIV (EW), L.P., a Delaware limited partnership (“GA AIV”), GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership (“GA AIV-1”), GAPCO AIV Interholdco (EW), L.P., a De

European Wax Center, Inc. Announces Chief Financial Officer Transition Seasoned financial executive with high-growth franchise experience Thomas Kim appointed CFO Current CFO Stacie Shirley to depart the Company; will remain as a strategic advisor th

Exhibit 99.2 European Wax Center, Inc. Announces Chief Financial Officer Transition Seasoned financial executive with high-growth franchise experience Thomas Kim appointed CFO Current CFO Stacie Shirley to depart the Company; will remain as a strategic advisor through April 30, 2025 Company also strengthens executive leadership team with the appointments of Katie Mullen as Chief Commercial Officer

Consulting Agreement, dated as of March 10, 2025, by and between EWC Ventures, LLC and Stacie Shirley.

Exhibit 10.2 March 10, 2025 Ms. Stacie Shirley (“you”) Re: Contract Services Dear Stacie, The purpose of this letter agreement is to memorialize our discussions regarding a short-term support engagement with EWC Ventures, LLC (“EWC”),1 pursuant to the terms and conditions which are documented in this letter agreement (also referred to as the “Contractor Agreement”). Specifically, we are hereby agr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 4, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40714 EUROPEAN WAX CENT

Separation Agreement, dated as of March 10, 2025, by and between EWC Ventures, LLC and Stacie Shirley.

Exhibit 10.3 March 10, 2025 Stacie Shirley [***] [***] Via Electronic Mail: [***] Dear Stacie: As we have discussed, your employment with EWC Ventures, LLC (the “Company”), a subsidiary of European Wax Center, Inc. (“EWC”), will terminate, effective as of April 7, 2025, or such earlier date that may be mutually agreed by the parties (the “Separation Date”). The purpose of this letter (the “Agreeme

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 5, 2025 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

List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization EWC Aventura, LLC Florida EWC Boca Central, LLC Florida EWC Boca West, LLC Florida EWC Co-Op Fund, LLC Florida EWC Corporate, LLC Florida EWC eCom Distribution US, LLC Florida EWC Fort Lauderdale Florida EWC Franchise Distribution, LLC Florida EWC Franchise, LLC Florida EWC Merrick I, LLC New York EWC MFund, LLC Florid

Securities Trading Policy

Exhibit 19 EUROPEAN WAX CENTER, INC. SECURITIES TRADING POLICY Effective as of August 4, 2021 (as amended October 23, 2024) I. Purpose To describe the standards concerning the handling of non-public information relating to European Wax Center, Inc. and its subsidiaries (the “Company”) and the buying and selling of securities of the Company. II. Persons Affected and Prohibited Transactions The gene

European Wax Center, Inc. Reports Fourth Quarter and Fiscal Year 2024 Results Issues fiscal 2025 outlook

Exhibit 99.1 European Wax Center, Inc. Reports Fourth Quarter and Fiscal Year 2024 Results Issues fiscal 2025 outlook Fiscal Year 2024 versus 2023 • Net new centers increased 2.2% to 1,067 total centers in 45 states • System-wide sales of $951.0 million decreased 0.4% and increased 1.2% on a 52-week basis • Total revenue of $216.9 million decreased 1.9% and was flat on a 52-week basis • Same-store

Offer Letter, dated March 6, 2025, by and between Thomas Kim and EWC Corporate, LLC.

Exhibit 10.1 March 6, 2025 VIA EMAIL Thomas Kim Dear Thomas, EWC Corporate, LLC and its affiliates (collectively, “EWC”, “we”, “us” or “our”), operate and support the European Wax Center franchise system. We are very pleased to offer you the position of Executive Vice President and Chief Financial Officer of EWC Corporate, LLC and European Wax Center, Inc. on the following terms and subject to the

EX-99

Exhibit 99 Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 13, 2025 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commiss

European Wax Center, Inc. Provides Update Ahead of the 2025 ICR Conference Reports fiscal 2024 net new center openings Updates fiscal 2024 financial outlook

Exhibit 99.1 European Wax Center, Inc. Provides Update Ahead of the 2025 ICR Conference Reports fiscal 2024 net new center openings Updates fiscal 2024 financial outlook Plano, TX, January 13, 2025 - Today, European Wax Center, Inc. (NASDAQ: EWCZ), the leading franchisor and operator of out-of-home waxing services in the United States, provides an update on fiscal 2024 expected performance ahead o

Form of dolabra Warrant.

EXHIBIT 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 27, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commis

Restricted Stock Award Agreement, dated December 27, 2024 by and between dolabra holdings llc and the Company.

EXHIBIT 10.1 European Wax Center, Inc. Notice of RESTRICTED STOCK Grant Grantee: dolabra holdings llc # of Shares of Restricted Class A Common Stock: 300,000 Date of Grant: December 27, 2024 Vesting Schedule: The Restricted Stock shall vest in accordance with terms of the Award Agreement attached hereto as Annex I. Upon vesting, the Restricted Stock shall no longer be subject to forfeiture pursuan

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders

European Wax Center Board of Directors Appoints Chris Morris as Chief Executive Officer Seasoned executive brings more than 25 years of leadership, operational and development expertise across consumer businesses David Berg to remain a member of the

EX-99.1 Exhibit 99.1 European Wax Center Board of Directors Appoints Chris Morris as Chief Executive Officer Seasoned executive brings more than 25 years of leadership, operational and development expertise across consumer businesses David Berg to remain a member of the Board of Directors Company reaffirms fiscal 2024 outlook PLANO, Texas, December 11, 2024 – European Wax Center, Inc. (NASDAQ: EWC

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): December 8, 2024 EUROPEAN WAX CEN

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): December 8, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commiss

Offer Letter by and between EWC Corporate, LLC and Chris Morris, dated as of December 8, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2024).

EX-10.1 Exhibit 10.1 December 8, 2024 Christopher Morris Dear Chris, EWC Corporate, LLC and its affiliates (collectively, “EWC”, “we”, “us” or “our”), operate and support the European Wax Center franchise system. We are very pleased to offer you the position of Chief Executive Officer of EWC Corporate, LLC and European Wax Center, Inc. on the following terms and subject to the conditions outlined

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 5, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

European Wax Center, Inc. Reports Third Quarter Fiscal Year 2024 Results Reiterates fiscal 2024 financial outlook Updates fiscal 2024 outlook for net new centers

EXHIBIT 99.1 European Wax Center, Inc. Reports Third Quarter Fiscal Year 2024 Results Reiterates fiscal 2024 financial outlook Updates fiscal 2024 outlook for net new centers Third Quarter Fiscal 2024 versus 2023 • Net new centers increased 3.7% to 1,064 total centers in 45 states • System-wide sales of $240.2 million decreased 0.2% • Total revenue of $55.4 million decreased 0.5% • Same-store sale

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

Commission File Number: 001-40714 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Comm

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commis

European Wax Center, Inc. Reports Third Quarter Fiscal Year 2024 Results Reiterates fiscal 2024 financial outlook Updates fiscal 2024 outlook for net new centers

EXHIBIT 99.1 European Wax Center, Inc. Reports Third Quarter Fiscal Year 2024 Results Reiterates fiscal 2024 financial outlook Updates fiscal 2024 outlook for net new centers Third Quarter Fiscal 2024 versus 2023 • Net new centers increased 3.7% to 1,064 total centers in 45 states • System-wide sales of $240.2 million decreased 0.2% • Total revenue of $55.4 million decreased 0.5% • Same-store sale

EWCZ / European Wax Center, Inc. / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EUROPEAN WAX CENTER, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 29882P106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

EWCZ / European Wax Center, Inc. / MIG Capital, LLC - AMENDMENT NO 1. TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 European Wax Center, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CU

Separation Agreement, dated as of September 16, 2024, by and among EWC Ventures LLC and Andrea Wasserman

EXHIBIT 10.1 September 16, 2024 Andrea Wasserman 101 Wall Street #2A New York, NY 10005 Via Electronic Mail: [email protected] Dear Andrea: As we have discussed, your employment with EWC Ventures, LLC (the “Company”), a subsidiary of European Wax Center, Inc. (“EWC”), has terminated, effective as of September 16, 2024 (the “Separation Date”). The purpose of this letter (the “Agreement”) i

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

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): September 16, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 15, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissi

Separation Agreement, dated as of August 15, 2024, by and among EWC Ventures LLC and David Willis

EXHIBIT 10.1 August 12, 2024 Dear David: As we have discussed, your employment with EWC Ventures, LLC (the “Company”), a subsidiary of European Wax Center, Inc. (“EWC”), has terminated, effective as of August 12, 2024 (the “Separation Date”). The purpose of this letter (the “Agreement”) is to confirm the terms concerning your separation from employment, as follows: 1. Final Salary and Vacation Pay

European Wax Center, Inc. Reports Second Quarter Fiscal Year 2024 Results Updates fiscal 2024 outlook including expected net new center openings

EXHIBIT 99.1 European Wax Center, Inc. Reports Second Quarter Fiscal Year 2024 Results Updates fiscal 2024 outlook including expected net new center openings Second Quarter Fiscal 2024 versus 2023 • Net new centers increased 5.6% to 1,059 total centers in 45 states • System-wide sales of $260.2 million increased 2.3% • Total revenue of $59.9 million increased 1.3% • Same-store sales increased 1.6%

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): August 12, 2024 EUROPEAN WAX CENT

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): August 12, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissi

European Wax Center Board of Directors Appoints David Berg as Chief Executive Officer Industry veteran David Berg has served as Executive Chairman of European Wax Center since 2023 and previously served as Chief Executive Officer from 2018 to 2023

EXHIBIT 99.2 European Wax Center Board of Directors Appoints David Berg as Chief Executive Officer Industry veteran David Berg has served as Executive Chairman of European Wax Center since 2023 and previously served as Chief Executive Officer from 2018 to 2023 Plano, Texas, August 14, 2024 – Today, European Wax Center, Inc. (NASDAQ: EWCZ) (the “Company” or “European Wax Center”), the largest and f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 6, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 01, 2024 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissi

EUROPEAN WAX CENTER ANNOUNCES APPOINTMENT OF JULIA HUNTER TO BOARD OF DIRECTORS Seasoned retail and consumer executive brings nearly two decades of strategy and operations experience to European Wax Center

EXHIBIT 99.1 EUROPEAN WAX CENTER ANNOUNCES APPOINTMENT OF JULIA HUNTER TO BOARD OF DIRECTORS Seasoned retail and consumer executive brings nearly two decades of strategy and operations experience to European Wax Center Plano, Texas (August 6, 2024) – Today, European Wax Center, Inc. (NASDAQ: EWCZ) (the “Company” or “European Wax Center”), the largest and fastest-growing franchisor and operator of

Submission of Matters to a Vote of Security Holders

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): June 4, 2024 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

EWCZ / European Wax Center, Inc. / MIG Capital, LLC - THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 European Wax Center, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUS

Joint Filing Agreement

EX-99.1 2 ex991to13g12553001052024.htm JOINT FILING AGREEMENT, DATED MAY 20, 2024 Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated May 20, 2024 with respect to the Class A common stock, par value $0.00001 per share, of European Wax Center, Inc., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 6, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

European Wax Center, Inc. Reports First Quarter Fiscal Year 2024 Results Reiterates fiscal 2024 outlook Announces $50 million share repurchase program

Exhibit 99.1 European Wax Center, Inc. Reports First Quarter Fiscal Year 2024 Results Reiterates fiscal 2024 outlook Announces $50 million share repurchase program First Quarter Fiscal 2024 versus 2023 • Net new centers increased 7.5% to 1,051 total centers in 45 states • System-wide sales of $221.4 million increased 1.3% • Total revenue of $51.9 million increased 4.0% • Same-store sales decreased

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

European Wax Center, Inc. Reports Fourth Quarter and Fiscal Year 2023 Results Issues fiscal 2024 outlook

EXHIBIT 99.1 European Wax Center, Inc. Reports Fourth Quarter and Fiscal Year 2023 Results Issues fiscal 2024 outlook Fiscal Year 2023 versus 2022 • Net new centers increased 10.6% to 1,044 total centers in 45 states • System-wide sales of $955.0 million increased 6.3% • Total revenue of $221.0 million increased 6.6% • Same-store sales increased 2.9% • GAAP net income of $12.3 million and Adjusted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 6, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40714 EUROPEAN WAX CE

Policy Relating to Recovery of Erroneously Awarded Compensation

EXHIBIT 97.1 EUROPEAN WAX CENTER, INC. POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION 1. Introduction In accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Board of Directors (the “Board”) of European Wax Center, Inc. (the “Company”) has adopted a policy (the “Policy”) providing for the Company’s recoupment of certain incentive-base

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 6, 2024 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

EWCZ / European Wax Center, Inc. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* European Wax Center Inc (Name of Issuer) Common Stock (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

EWCZ / European Wax Center, Inc. / BAMCO INC /NY/ - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* European Wax Center, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29882P106 (CUSIP Number) Calendar Year 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

European Wax Center, Inc. Reports Third Quarter Fiscal Year 2023 Results Updates fiscal 2023 outlook

Exhibit 99.1 European Wax Center, Inc. Reports Third Quarter Fiscal Year 2023 Results Updates fiscal 2023 outlook Third Quarter Fiscal 2023 versus 2022 • Net new centers increased 12.6% to 1,026 total centers in 45 states • System-wide sales of $240.7 million increased 2.4% • Total revenue of $55.7 million increased 1.2% • Same-store sales increased 3.4% • GAAP net income of $4.2 million and Adjus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

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): November 8, 2023 EUROPEAN WAX CEN

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): November 8, 2023 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commiss

Offer Letter by and between EWC Corporate, LLC and Andrea Wasserman, dated as of May 18, 2023.

EXHIBIT 10.1 May 18, 2023 Andrea Wasserman Dear Andrea, EWC Corporate, LLC and its affiliates (collectively, “EWC”, “we”, “us” or “our”), operate and support the European Wax Center franchise system. We are very pleased to offer you the position of “Chief Commercial Officer” on the following terms and subject to the conditions outlined in this letter: 1. Position. You will have duties, responsibil

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2023 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissio

European Wax Center Announces CEO Succession Plan President and Chief Operating Officer David Willis Appointed Chief Executive Officer David Berg to Become Executive Chairman of the Board of Directors

EXHIBIT 99.2 European Wax Center Announces CEO Succession Plan President and Chief Operating Officer David Willis Appointed Chief Executive Officer David Berg to Become Executive Chairman of the Board of Directors PLANO, Texas, August 9, 2023 - European Wax Center, Inc. (the “Company” or “European Wax Center”) (NASDAQ: EWCZ), the largest and fastest-growing franchisor and operator of out-of-home w

Severance Plan Agreement by and between the Registrant and Andrea Wasserman, dated as of May 30, 2023.

EXHIBIT 10.2 SEVERANCE PLAN AGREEMENT WHEREAS, the European Wax Center, Inc. (the “Company”) has adopted the European Wax Center, Inc. Change in Control and Severance Plan, effective February 22, 2023 (the “Severance Plan”), pursuant to which Andrea Wasserman (the “Executive”) is entitled to certain severance payments and benefits upon termination of the Executive’s employment by the Company witho

European Wax Center, Inc. Reports Second Quarter Fiscal Year 2023 Results Achieves milestone 1000th center opening Reiterates fiscal 2023 outlook

EXHIBIT 99.1 European Wax Center, Inc. Reports Second Quarter Fiscal Year 2023 Results Achieves milestone 1000th center opening Reiterates fiscal 2023 outlook Second Quarter Fiscal 2023 versus 2022 • Net new centers increased 12.3% to 1,003 total centers in 45 states • System-wide sales of $254.2 million increased 10.0% • Total revenue of $59.1 million increased 10.7% • Same-store sales increased

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

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

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): June 6, 2023 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

Certificate of Amendment of the Registrant’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 9, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EUROPEAN WAX CENTER, INC. European Wax Center, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article ELEVENTH thereof

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 22, 2023 EUROPEAN WAX CENTER,

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 22, 2023 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

European Wax Center, Inc. Appoints Andrea Wasserman as Chief Commercial Officer

EXHIBIT 99.1 European Wax Center, Inc. Appoints Andrea Wasserman as Chief Commercial Officer European Wax Center, Inc. (the “Company” or “European Wax Center”) (NASDAQ: EWCZ), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, today announced the appointment of Andrea Wasserman as Chief Commercial Officer effective May 30, 2023. “We are exc

European Wax Center, Inc. Reports First Quarter Fiscal Year 2023 Results Reiterates fiscal 2023 outlook

EXHIBIT 99.1 European Wax Center, Inc. Reports First Quarter Fiscal Year 2023 Results Reiterates fiscal 2023 outlook First Quarter Fiscal 2023 versus 2022 • Net new centers increased 11.9% to 978 total centers in 45 states • System-wide sales of $218.4 million increased 5.5% • Total revenue of $49.9 million increased 9.8% • Same-store sales increased 4.5% • GAAP net loss of $1.1 million and Adjust

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

Severance Plan Agreement by and between the Registrant and Stacie Shirley, dated as of March 3, 2023.

EXHIBIT 10.4 SEVERANCE PLAN AGREEMENT WHEREAS, the European Wax Center, Inc. (the “Company”) has adopted the European Wax Center, Inc. Change in Control and Severance Plan, effective February 22, 2023 (the “Severance Plan”), pursuant to which Stacie Shirley (the “Executive”) is entitled to certain severance payments and benefits upon termination of the Executive’s employment by the Company without

Offer Letter by and between EWC Corporate, LLC and Stacie Shirley, dated as of March 3, 2023.

EXHIBIT 10.3 March 3, 2023 Stacie Shirley Dear Stacie, EWC Corporate, LLC and its affiliates (collectively, “EWC”, “we”, “us” or “our”), operate and support the European Wax Center franchise system. We are very pleased to offer you the position of “Chief Financial Officer” on the following terms and subject to the conditions outlined in this letter: 1. Position. You will have duties, responsibilit

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 10, 2023 EUROPEAN WAX CENTER,

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 10, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.        ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

Description of Class A Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual report on Form 10-K filed on March 9, 2023).

Exhibit 4.1 Description of Class A Common Stock General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and bylaws, which are filed as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, and to the applicable provisions of the Delaware General Corporation Law (

European Wax Center, Inc. Reports Record Fourth Quarter and Fiscal Year 2022 Results Issues fiscal 2023 outlook, including 10% unit growth

EXHIBIT 99.1 European Wax Center, Inc. Reports Record Fourth Quarter and Fiscal Year 2022 Results Issues fiscal 2023 outlook, including 10% unit growth Fiscal Year 2022 versus 2021 • Open centers increased 10.7% to 944 in 45 states • System-wide sales of $898.6 million increased 12.8% • Total revenue of $207.4 million increased 16.0% • Same-store sales increased 10.4% • Delivered GAAP net income o

European Wax Center, Inc. Announces Leadership Updates Current Chief Financial Officer and Chief Operating Officer David Willis Promoted to President Consumer Industry Veteran Stacie Shirley Appointed to Chief Financial Officer

EXHIBIT 99.2 FOR IMMEDIATE RELEASE European Wax Center, Inc. Announces Leadership Updates Current Chief Financial Officer and Chief Operating Officer David Willis Promoted to President Consumer Industry Veteran Stacie Shirley Appointed to Chief Financial Officer PLANO, Texas, Mar. 9, 2023 – European Wax Center, Inc. (the “Company” or “European Wax Center”) (NASDAQ: EWCZ), the largest and fastest-g

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): March 6, 2023 EUROPEAN WAX CENTER

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): March 6, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40714 EUROPEAN WAX CE

List of Subsidiaries

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization EWC Aventura, LLC Florida EWC Boca Central, LLC Florida EWC Boca West, LLC Florida EWC Co-Op Fund, LLC Florida EWC Corporate, LLC Florida EWC eCom Distribution US, LLC Florida EWC Fort Lauderdale Florida EWC Franchise Distribution, LLC Florida EWC Franchise, LLC Florida EWC Merrick I, LLC New York EWC MFund, LLC Florid

Form of Severance Waiver and Employment Agreement Amendment (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 24, 2023).

Exhibit 10.2 FORM OF SEVERANCE WAIVER AND EMPLOYMENT AGREEMENT AMENDMENT WHEREAS, EWC Ventures, LLC, a subsidiary of European Wax Center, Inc. (collectively, the “Company”), and [●] (the “Executive”) entered into an employment agreement dated [●] for the purpose of establishing the terms and conditions of Executive’s employment (the “Employment Agreement”); WHEREAS, pursuant to the Employment Agre

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): February 22, 2023 EUROPEAN WAX CE

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): February 22, 2023 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commis

Second Amended and Restated By-Laws of European Wax Center, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 24, 2023).

Exhibit 3.1     SECOND AMENDED AND RESTATED   BY-LAWS   OF   EUROPEAN WAX CENTER, INC.   (Adopted as of February 22, 2023)   ARTICLE I OFFICES   Section 1                  Registered Office. The registered office of European Wax Center, Inc. (the “Corporation”) shall be the office of the Corporation’s registered agent in the State of Delaware or such other office of the Corporation in the State of

European Wax Center, Inc. Change in Control and Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 24, 2023)

Exhibit 10.1 Effective Date 2.22.23 EUROPEAN WAX CENTER, INC. CHANGE IN CONTROL AND SEVERANCE PLAN The Company has adopted the Plan for the benefit of certain employees of the Company and its Affiliates on the terms and conditions set forth herein. All capitalized terms used in the Plan are defined in Section 1 hereof. The Plan is intended to provide separation pay and other benefits to certain em

EWCZ / European Wax Center, Inc. Class A / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* European Wax Center Inc (Name of Issuer) Common Stock (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

EWCZ / European Wax Center, Inc. Class A / EWC Management Holdco, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* European Wax Center, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

EWCZ / European Wax Center, Inc. Class A / BAMCO INC /NY/ - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* European Wax Center, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 29882P106 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

EWCZ / European Wax Center, Inc. Class A / GENERAL ATLANTIC LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh23032893613ga1-ewc.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* European Wax Center, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Fili

EWCZ / European Wax Center, Inc. Class A / EWC Holdings, Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* European Wax Center, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

EWCZ / European Wax Center, Inc. Class A / Coba David - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* European Wax Center, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

European Wax Center, Inc. Provides Update Ahead of Presentation at ICR Conference 2023 Reports preliminary fiscal 2022 net new center openings and system-wide sales above previous outlook Expects remaining fiscal 2022 financial results at or above hi

Exhibit 99.1 European Wax Center, Inc. Provides Update Ahead of Presentation at ICR Conference 2023 Reports preliminary fiscal 2022 net new center openings and system-wide sales above previous outlook Expects remaining fiscal 2022 financial results at or above high end of outlook Plano, TX, January 9, 2023 - Today, European Wax Center, Inc. (NASDAQ: EWCZ), the largest and fastest-growing franchiso

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 9, 2023 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 24, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2022 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commiss

European Wax Center, Inc. Reports Third Quarter Fiscal 2022 Results Raises full year expectations for new center openings Narrows fiscal 2022 financial outlook Announces $40 million share repurchase program

EXHIBIT 99.1 European Wax Center, Inc. Reports Third Quarter Fiscal 2022 Results Raises full year expectations for new center openings Narrows fiscal 2022 financial outlook Announces $40 million share repurchase program Third Quarter Fiscal 2022 versus 2021 ? System-wide sales of $235.2 million increased 7.3% ? Total revenue of $55.0 million increased 12.3% ? Same-store sales increased 4.7% ? Deli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2022 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissio

European Wax Center, Inc. Reports Second Quarter Fiscal 2022 Results Raises full year expectations for new center openings Reiterates fiscal 2022 financial outlook

EXHIBIT 99.1 European Wax Center, Inc. Reports Second Quarter Fiscal 2022 Results Raises full year expectations for new center openings Reiterates fiscal 2022 financial outlook Second Quarter Fiscal 2022 versus 2021 ? System-wide sales of $231.1 million increased 5.7% ? Total revenue of $53.4 million increased 11.4% ? Same-store sales increased 6.7% ? Delivered GAAP net income of $2.0 million and

Submission of Matters to a Vote of Security Holders

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): June 8, 2022 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

European Wax Center, Inc. Announces Pricing of Public Offering of Class A Common Stock

Exhibit 99.1 European Wax Center, Inc. Announces Pricing of Public Offering of Class A Common Stock PLANO, Texas May 19, 2022- European Wax Center, Inc. (NASDAQ: EWCZ), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, today announced the pricing of a public offering of 4,500,000 shares of its Class A common stock by selling stockholders,

Financial Statements and Exhibits, Other Events

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 19, 2022 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

4,500,000 Shares European Wax Center, Inc. Class A Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-265011? 4,500,000 Shares European Wax Center, Inc. Class A Common Stock ? The selling stockholders identified in this prospectus are offering 4,500,000 shares of Class A common stock of European Wax Center, Inc. We are not selling any shares of our Class A common stock under this prospectus, and we will not receive any of th

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) European Wax Center, Inc.

European Wax Center, Inc. Announces Launch of Public Offering of Class A Common Stock

Exhibit 99.1 European Wax Center, Inc. Announces Launch of Public Offering of Class A Common Stock PLANO, Texas May 17, 2022- European Wax Center, Inc. (NASDAQ: EWCZ), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, today announced the commencement of a proposed public offering of 4,500,000 shares of its Class A common stock by selling s

[Signature Page Follows]

CORRESP 1 filename1.htm May 17, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Janice Adeloye; Jennifer López Molina Re: European Wax Center, Inc. Registration Statement on Form S-1 filed on May 17, 2022 Request for Acceleration Ladies and Gentleman: In accordance with Rule 461 under the Securities Act of 1933, as amende

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization EWC Aventura, LLC Florida EWC Boca Central, LLC Florida EWC Boca West, LLC Florida EWC Co-Op Fund, LLC Florida EWC Corporate, LLC Florida EWC eCom Distribution US, LLC Florida EWC Fort Lauderdale Florida EWC Franchise Distribution, LLC Florida EWC Franchise, LLC Florida EWC Merrick I, LLC New York EWC MFund, LLC Florid

Employment Agreement by and between EWC Ventures, LLC and David Willis, effective as of July 1, 2016.

Exhibit 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into effective as of July 1, 2016 (the ?Effective Date?), by and between EWC Ventures, LLC, a Delaware limited liability company (?Company?), and David Willis (?Willis?). RECITALS: A.???????????Company, Willis and Crestbrook Capital LLC were parties to that certain Consulting Agreement, dated July?9,

Form of Underwriting Agreement.

EX-1.1 2 tm2213330d10ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 [ · ] Shares EUROPEAN WAX CENTER, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT [ · ], 2022 [ · ], 2022 BofA Securities, Inc. Morgan Stanley & Co. LLC Jefferies LLC c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferie

European wax center, inc. 5830 Granite Parkway, 3rd Floor Plano, TX 75024

European wax center, inc. 5830 Granite Parkway, 3rd Floor Plano, TX 75024 May 17, 2022 via edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye; Jennifer L?pez Molina Re: European Wax Center, Inc. Registration Statement on Form S-1 filed on May 17, 2022 Request for Acceleration Ladies and Gentlemen: Pursuant to

Financial Statements and Exhibits, Other Events

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 17, 2022 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

As filed with the Securities and Exchange Commission on May 17, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 17, 2022? Registration No.

European Wax Center, Inc. Reports First Quarter Fiscal 2022 Results Opened 21 net new centers in the period Raises fiscal 2022 outlook for revenue and profit

EXHIBIT 99.1 European Wax Center, Inc. Reports First Quarter Fiscal 2022 Results Opened 21 net new centers in the period Raises fiscal 2022 outlook for revenue and profit First Quarter Fiscal 2022 versus 2021 ? System-wide sales of $207.0 million increased 31.9% ? Total revenue of $45.4 million increased 23.9% ? Same-store sales increased 29.0% ? GAAP net income of $4.0 million improved $2.9 milli

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2022 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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

LETTER

United States securities and exchange commission logo April 27, 2022 David P. Berg Chief Executive Officer European Wax Center, Inc. 5830 Granite Parkway, 3rd Floor Plano, Texas 75024 Re: European Wax Center, Inc. Draft Registration Statement on Form S-1 Submitted April 22, 2022 CIK No. 0001856236 Dear Mr. Berg : This is to advise you that we do not intend to review your registration statement. We

our Proxy Statement on Schedule 14A for our Annual Meeting of Stockholders, filed with the SEC on April 22, 2022;

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????? ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Confidential Treatment Requested by European Wax Center, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on April 22, 2022 This draft registration statement has not been publicly filed w

TABLE OF CONTENTS Confidential Treatment Requested by European Wax Center, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on April 22, 2022 This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidential.? Registration No. 333-????????

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): April 11, 2022 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissio

First Amendment to Fifth Amended and Restated Limited Liability Company Agreement of EWC Ventures, LLC, dated April 11, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2022).

Exhibit 10.1 FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLC This First Amendment (this ?Amendment?) to the Fifth Amended and Restated Limited Liability Company Agreement of EWC Ventures, LLC, a Delaware limited liability company (the ?Company?), dated as of April 11, 2022, amends the Company?s Fifth Amended and Restated Limited Liability Comp

EUROPEAN WAX CENTER, INC. ANNOUNCES SPECIAL CASH DIVIDEND

EX-99.1 3 ewcz-ex991.htm EX-99.1 EXHIBIT 99.1 EUROPEAN WAX CENTER, INC. ANNOUNCES SPECIAL CASH DIVIDEND PLANO, TX (April 11, 2022) – European Wax Center, Inc. (NASDAQ:EWCZ), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, today announced that its Board of Directors has declared a special cash dividend of $3.30 per share to holders of Cla

Advance Funding Facility Agreement, dated April 6, 2022, among Bank of America, N.A., as advance funding administrative agent, EWC Master Issuer LLC, EWC Holding Guarantor LLC, EWC Franchisor LLC, EWC Distributor LLC, EWC Ventures, LLC and each other advance funding provider party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 6, 2022).

Exhibit 10.1 ADVANCE FUNDING AGREEMENT dated as of April 6, 2022 among EWC MASTER ISSUER LLC, as Borrower; EWC HOLDING GUARANTOR LLC EWC FRANCHISOR LLC EWC DISTRIBUTOR LLC, each as a Guarantor; EWC VENTURES, LLC, as Manager; and BANK OF AMERICA, N.A., as an Advance Funding Provider and as Administrative Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 SECTION 1.01 Definitions 2 ARTICLE II ADVANCES

Base Indenture, dated April 6, 2022, among EWC Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 6, 2022).

Exhibit 4.1 Dated April 6, 2022 Base Indenture between EWC Master Issuer LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Cross-References 1 Section 1.3 Accounting Terms; Accounting and Financial Determinations; No Duplication 2 Section 1.4 Rules of C

Class A-1 VFN Note Purchase Agreement, dated April 6, 2022, among EWC Master Issuer LLC, as Master Issuer, EWC Holding Guarantor LLC, EWC Franchisor LLC and EWC Distributor LLC, each as Guarantor, EWC Ventures, LLC, as Manager, certain conduit investors and financial institutions and funding agents, and Bank of America, N.A., as provider of letters of credit, as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 6, 2022).

Exhibit 10.2 CLASS A-1 VFN NOTE PURCHASE AGREEMENT (SERIES 2022-1 CLASS A-1 VFN NOTES) dated as of April 6, 2022 among EWC MASTER ISSUER LLC, as Master Issuer; EWC HOLDING GUARANTOR LLC EWC FRANCHISOR LLC EWC DISTRIBUTOR LLC, each as a Guarantor; EWC VENTURES, LLC, as Manager; CERTAIN CONDUIT INVESTORS, each as a Conduit Investor; CERTAIN FINANCIAL INSTITUTIONS, each as a Committed Note Purchaser;

Management Agreement, dated April 6, 2022, among EWC Master Issuer LLC, EWC Holding Guarantor LLC, certain subsidiaries of EWC Master Issuer LLC party thereto, EWC Ventures, LLC, as Manager, and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 6, 2022).

Exhibit 10.3 Management agreement Dated as of April 6, 2022 among EWC Master Issuer LLC, EWC Holding Guarantor LLC, certain Subsidiaries of EWC Master Issuer LLC party hereto, EWC Ventures, LLC, as the Manager, and Citibank, N.A., as the Trustee table of contents Page Article 1 DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Other Defined Terms 14 Section 1.3 Other Terms 14 Section 1.4

Parent Company Support Agreement, dated April 6, 2022, between European Wax Center, Inc. and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on April 6, 2022).

Exhibit 10.4 PARENT COMPANY SUPPORT AGREEMENT made by EUROPEAN WAX CENTER, INC. in favor of CITIBANK, N.A., as Trustee Dated as of April 6, 2022 DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<><> PRESERVELOCATION \* MERGEFORMAT 1201607677 TABLE OF CONTENTS Page Section 1 DEFINED TERMS 2 1.1 Definitions 2 Section 2 PERFORMANCE OBLIGATIONS 3 2.1 Contribution Agreements 3 2.2 Management Agreemen

Series 2022-1 Supplement, dated April 6, 2022, between EWC Master Issuer LLC, as Master Issuer of the Series 2022-1 fixed rate senior secured notes, Class A-2, and Series 2022-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 6, 2022).

Exhibit 4.2 EWC MASTER ISSUER LLC, as Master Issuer, and CITIBANK, N.A., as Trustee and Series 2022-1 Securities Intermediary SERIES 2022-1 SUPPLEMENT Dated as of April 6, 2022 to BASE INDENTURE Dated as of April 6, 2022 Up to $40,000,000 Series 2022-1 Variable Funding Senior Notes, Class A-1 $400,000,000 Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 i Table of Contents Page PRELI

European Wax Center, Inc. Completes Refinancing Transaction

Exhibit 99.1 European Wax Center, Inc. Completes Refinancing Transaction Plano, Texas, April 6, 2022 ? European Wax Center, Inc. (NASDAQ:EWCZ) (together with its subsidiaries, the ?Company?) today announced that it has completed its previously announced refinancing transaction. The new series of securitized notes include $400 million of Series 2022-1 Class A-2 Fixed Rate Senior Secured Notes (the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 6, 2022 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

Guarantee and Collateral Agreement, dated April 6, 2022, made by EWC Holding Guarantor LLC, EWC Franchisor LLC and EWC Distributor LLC, each as a Guarantor, in favor of Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 6, 2022).

EX-4.3 4 ewcz-ex43.htm EX-4.3 Exhibit 4.3 GUARANTEE AND COLLATERAL AGREEMENT made by EWC HOLDING GUARANTOR LLC, EWC FRANCHISOR LLC, and EWC DISTRIBUTOR LLC, each as a Guarantor, in favor of CITIBANK, N.A., as Trustee Dated as of April 6, 2022 Error! Unknown document property name. DOCPROPERTY "Keywords" \* MERGEFORMAT Error! Unknown document property name. 1196417058 DOCPROPERTY DOCXDOCID DMS=Inte

European Wax Center, Inc. Prices $400 Million Securitized Financing Facility

EXHIBIT 99.1 European Wax Center, Inc. Prices $400 Million Securitized Financing Facility Plano, Texas, March 28, 2022 ? European Wax Center, Inc. (NASDAQ:EWCZ) (together with its subsidiaries, the ?Company?) today announced that it has priced $400 million of Series 2022-1 Class A-2 Fixed Rate Senior Secured Notes (the ?Class A-2 Notes?) with an anticipated repayment term of five years, an aggrega

Series 2022-1 Class A-2 Note Purchase Agreement, dated March 28, 2022, among EWC Master Issuer LLC, as Master Issuer, EWC Holding Guarantor LLC, EWC Franchisor LLC and EWC Distributor LLC, each as Guarantor, EWC Ventures, LLC, as Manager, the Company, EW Holdco, LLC, EWC P&T, LLC, EWC Franchise, LLC, EWC Franchise Distribution, LLC and Guggenheim Securities, LLC, as representative of the several initial purchasers (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on March 29, 2022).

EX-1.1 2 ewcz-ex11.htm EX-1.1 Exhibit 1.1 EWC Master Issuer LLC Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 PURCHASE AGREEMENT March 28, 2022 Guggenheim Securities, LLC as Representative of the several Initial Purchasers named in Schedule I attached hereto c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen: EWC Master Issuer LLC, a sp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): March 28, 2022 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissio

Description of Class A Common Stock.

Exhibit 4.1 Description of Class A Common Stock General The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and bylaws, which are filed as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, and to the applicable provisions of the Delaware General Corporation Law (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40714 EUROPEAN WAX CE

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 11, 2022 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commissio

European Wax Center, Inc. Reports Record Fourth Quarter and Fiscal Year 2021 Results Announces intent to launch whole business securitization and refinancing of existing senior secured credit facilities, with portion of proceeds expected to fund one-

EXHIBIT 99.1 European Wax Center, Inc. Reports Record Fourth Quarter and Fiscal Year 2021 Results Announces intent to launch whole business securitization and refinancing of existing senior secured credit facilities, with portion of proceeds expected to fund one-time special dividend Issues fiscal 2022 outlook, including total revenue growth in excess of long-term framework Fourth Quarter 2021 ? S

Separation Agreement, dated as of January 17, 2022, by and among EWC Ventures LLC and Jennifer Vanderveldt

EXHIBIT 10.14 January 17, 2022 Jennifer Vanderveldt c/o Jeffrey M. Sone, Esq. Jackson Walker L.L.P. 2323 Ross Avenue, Ste 600 Dallas, Texas 75201 Via Electronic Mail: [email protected] Re: Separation of Employment and General Release ? Confidential Dear Jen: The purpose of this Separation Agreement (the ?Agreement?) is to memorialize our mutual understanding of your separation of employment with EWC Ve

EWCZ / European Wax Center, Inc. Class A / EWC Management Holdco, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* European Wax Center, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUSIP Number) December 25, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

EWCZ / European Wax Center, Inc. Class A / GENERAL ATLANTIC LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* European Wax Center, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 12, 2022 European Wax Center, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commiss

European Wax Center, Inc. Announces CFO Transition; Provides Updated Fiscal 2021 Guidance Current Chief Operating Officer appointed CFO, effective immediately Expects fiscal 2021 total revenue within previous guidance range Expects Adjusted EBITDA an

Exhibit 99.1 European Wax Center, Inc. Announces CFO Transition; Provides Updated Fiscal 2021 Guidance Current Chief Operating Officer appointed CFO, effective immediately Expects fiscal 2021 total revenue within previous guidance range Expects Adjusted EBITDA and Adjusted net income slightly above previous guidance ranges Ends fiscal 2021 with 853 centers and deepest pipeline ever Plano, TX, Janu

EWCZ / European Wax Center, Inc. Class A / EWC Holdings, Inc. - SCHEDULE 13G Passive Investment

SC 13G 1 tm222795d1sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* European Wax Center, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 29882P106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 10, 2022 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commiss

European Wax Center, Inc. Provides Update Ahead of Presentation at ICR Conference Ends fiscal 2021 with 853 centers and deepest pipeline ever

EXHIBIT 99.1 European Wax Center, Inc. Provides Update Ahead of Presentation at ICR Conference Ends fiscal 2021 with 853 centers and deepest pipeline ever Plano, TX, January 10, 2022 - Today, European Wax Center, Inc. (NASDAQ: EWCZ), a leading personal care franchise brand offering expert wax services, provided an update ahead of its virtual presentation at the 24th Annual ICR Conference, today, M

EUROPEAN WAX CENTER WELCOMES NEW BOARD MEMBER, NITAL SCOTT Nital Scott joins Board of Directors, serving as an Independent Director

Exhibit 99.1 EUROPEAN WAX CENTER WELCOMES NEW BOARD MEMBER, NITAL SCOTT Nital Scott joins Board of Directors, serving as an Independent Director Plano, Texas (November 29, 2021) ? European Wax Center, Inc. (NASDAQ: EWCZ), a leading personal care franchise brand that offers expert wax services, today announced the appointment of Nital Scott to its Board of Directors. With the appointment of Ms. Sco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 22, 2021 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commis

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 10, 2021 European Wax Center, Inc.

European Wax Center, Inc. Announces Pricing of Public Offering of Class A Common Stock

EX-99.1 3 tm2132230d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 European Wax Center, Inc. Announces Pricing of Public Offering of Class A Common Stock PLANO, TX. – November 10, 2021- European Wax Center, Inc. (“EWC” or the “Company”) (NASDAQ: EWCZ), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, today announced the pricing of a public offerin

Purchase Agreement, dated as of November 10, 2021, by and among the Company and the sellers listed on the signature pages thereto

EX-10.1 2 tm2132230d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of November 10, 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and European Wax Center, Inc., a Delaware corporation, as purchaser (the “Purchaser”). WHEREAS, the Board of Directors

5,216,977 Shares European Wax Center, Inc. Class A Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-260868? 5,216,977 Shares European Wax Center, Inc. Class A Common Stock ? European Wax Center, Inc. is offering 2,365,360 shares of Class A common stock to be sold in the offering and we will use all of the net proceeds we receive in this offering to purchase an equivalent number of non-voting common units of EWC Ventures, L

EUROPEAN WAX CENTER, INC. 5830 Granite Parkway, 3rd Floor Plano, TX 75024

EUROPEAN WAX CENTER, INC. 5830 Granite Parkway, 3rd Floor Plano, TX 75024 November 8, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian Fetterolf European Wax Center, Inc. Registration Statement on Form S-1 (File No. 333-260868) Dear Mr. Fetterolf: Pursuant to Rule 461 of the Securities Act of 1933, as amend

As filed with the Securities and Exchange Commission on November 8, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 8, 2021 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 8, 2021 European Wax Center, Inc.

[Signature Page Follows]

CORRESP 1 filename1.htm November 8, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Brian Fetterolf Re: European Wax Center, Inc. Registration Statement on Form S-1 File No. 333-260868 Acceleration Request Requested Date: November 10, 2021 Requested Time: 4:30 p.m. E.S.T. Mr. Fetterolf: In accordance with Rule 461 under t

European Wax Center, Inc. Announces Launch of Public Offering of Class A Common Stock

EX-99.1 2 tm2132230d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 European Wax Center, Inc. Announces Launch of Public Offering of Class A Common Stock PLANO, TX. – November 8, 2021- European Wax Center, Inc. (“EWC” or the “Company”) (NASDAQ: EWCZ), the largest and fastest-growing franchisor and operator of out-of-home waxing services in the United States, today announced the commencement of a proposed pu

Form of Purchase Agreement, by and among European Wax Center, Inc. and the sellers named therein.

? Exhibit 10.14 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated [], 2021 (this ?Agreement?), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the ?Sellers? and each, a ?Seller?), and European Wax Center, Inc., a Delaware corporation, as purchaser (the ?Purchaser?). WHEREAS, the Board of Directors of the Purchaser has determined to effect an underwritten public offering

Form of Underwriting Agreement.

? Exhibit 1.1 [ ? ] Shares EUROPEAN WAX CENTER, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT [ ? ], 2021 ? ? ? ? [ ? ], 2021 Morgan Stanley & Co. LLC BofA Securities, Inc. Jefferies LLC ? c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Jefferies LLC 520 Madison Avenue New Yo

European Wax Center, Inc. Reports Record Third Quarter Fiscal 2021 Results and Increases Fiscal 2021 Outlook

EX-99.1 2 ewcz-ex991.htm EX-99.1 EXHIBIT 99.1 European Wax Center, Inc. Reports Record Third Quarter Fiscal 2021 Results and Increases Fiscal 2021 Outlook  System-wide sales of $219.1 million increased 60.0% and 21.3% from the third quarters of fiscal 2020 and 2019, respectively  Same-store sales rose 10.6% from the third quarter of fiscal 2019, accelerating 3.7 percentage points from the second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 04, 2021 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commis

LETTER

United States securities and exchange commission logo November 1, 2021 Gavin O Connor Chief Legal Officer and Chief Human Resources Officer European Wax Center, Inc.

Confidential Treatment Requested by European Wax Center, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on October 26, 2021 This draft registration statement has not been publicly filed

TABLE OF CONTENTS Confidential Treatment Requested by European Wax Center, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially to the Securities and Exchange Commission on October 26, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333-???????

Merger Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the other parties thereto (incorporated by reference to Exhibit 2.3 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this ?Agreement?), dated as of August 4, 2021, by and among GAPCO AIV Blocker (EW), LLC, a Delaware limited liability company (?GAPCO Blocker?), EWC Merger Sub 2, Inc., a Delaware corporation (?Merger Sub? and, together with GAPCO Blocker, the ?Constituent Entities?), European Wax Center, Inc., a Delaware corporation (?Pub

Purchase Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the sellers named therein (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-10.9 11 ewcz-20210626ex109.htm EX-10.9 Exhibit 10.9 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated August 4, 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and European Wax Center, Inc., a Delaware corporation, as purchaser (the “Purchaser”). WHEREAS, the Purchaser is currently contemplating an underwri

Amended and Restated Limited Liability Company Agreement of EWC Ventures, LLC, dated as of August 4, 2021, by and among EWC Ventures, LLC and the other parties thereto (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021)

Exhibit 10.7 FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLC (a Delaware limited liability company) This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 4, 2021 (this ?Agreement?), OF EWC VENTURES, LLC (the ?Company?) by and among the Company and the Persons recorded as Members on the Register of Members of the Company, amends

European Wax Center, Inc. Reports Record Second Quarter Fiscal 2021 Results and Introduces Guidance for Fiscal 2021

EX-99.1 2 ewcz-20210914ex991.htm EX-99.1 Exhibit 99.1 European Wax Center, Inc. Reports Record Second Quarter Fiscal 2021 Results and Introduces Guidance for Fiscal 2021 Second Quarter Highlights (fiscal 2021 compared to fiscal 2020 and fiscal 2019 second quarter)  System-wide sales were $218.5 million, a 443% increase from the second quarter of fiscal 2020 and a 15% increase from the second quar

Class B Common Stock Subscription Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the subscribers named therein (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-10.10 12 ewcz-20210626ex1010.htm EX-10.10 Exhibit 10.10 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES ACQUIRED HEREUNDER MAY NOT BE TRANSFERRED OR RES

European Wax Center, Inc. 2021 Omnibus Incentive Plan, effective as of August 4, 2021 (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

Exhibit 10.11 ?EUROPEAN WAX CENTER, INC. 2021 Omnibus Incentive Plan ? 1. Purpose. The purpose of the European Wax Center, Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is to (i)?attract and retain individuals to serve as employees, consultants or Directors of European Wax Center, Inc., a Delaware corporation (together with its Subsidiaries, whether existing or therea

Tax Receivable Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-10.6 8 ewcz-20210626ex106.htm EX-10.6 Exhibit 10.6 TAX RECEIVABLE AGREEMENT between EUROPEAN WAX CENTER, INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021 Doc#: US1:14717400v22 Exhibit 10.6 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 12 Section 2.1. Basis Schedule 12 Section 2.2. Tax Benefit Schedule 13

Stockholders Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the stockholders named therein (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-10.3 5 ewcz-20210626ex103.htm EX-10.3 Exhibit 10.3 STOCKHOLDERS’ AGREEMENT by and among EUROPEAN WAX CENTER, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of August 4, 2021 DOCPROPERTY Keywords \* MERGEFORMAT Doc#: US1:14579730v12 Exhibit 10.3 Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretive Provisions 5 ARTICLE II CORPORATE GOVERNANCE

Purchase Agreement, dated as of August 4, 2021, by and among EWC Ventures, LLC and the sellers named therein (incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-10.8 10 ewcz-20210626ex108.htm EX-10.8 Exhibit 10.8 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated August 4, 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and EWC Ventures, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”). WHEREAS, pursuant to the Fourth Amended and Restated Li

Reorganization Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the other parties thereto. (incorporated by reference to Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-2.1 2 ewcz-20210626ex21.htm EX-2.1 Exhibit 2.1 REORGANIZATION AGREEMENT Dated as of August 4, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 4 1.3 Other Definitional and Interpretative Provisions 5 Article II THE REORGANIZATION 5 2.1 Transactions 5 2.2 Consent to Reorganization Transactions 9 2.3 No Liabilities in Ev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40714 EUROPEAN WAX CENTER, INC.

Merger Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the other parties thereto (incorporated by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-2.2 3 ewcz-20210626ex22.htm EX-2.2 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of August 4, 2021, by and among General Atlantic AIV (EW) Blocker, LLC, a Delaware limited liability company (“GA Blocker”), EWC Merger Sub 1, Inc., a Delaware corporation (“Merger Sub” and, together with GA Blocker, the “Constituent Entities”), European Wax

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 14, 2021 EUROPEAN WAX CENTER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40714 86-3150064 (State or Other Jurisdiction of Incorporation) (Commi

Registration Rights Agreement, dated as of August 4, 2021, by and among European Wax Center, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-10.5 7 ewcz-20210626ex105.htm EX-10.5 Exhibit 10.5 EUROPEAN WAX CENTER, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 4, 2021 among European Wax Center, Inc., a Delaware corporation (the “Company”), the General Atlantic Holders (as defined herein), EWC Holdings, Inc., a Florida corporation (“EWC Holdings”), and each other Person li

Exchange Agreement, dated as of August 4, 2021, by and among EWC Ventures, LLC, European Wax Center, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on September 14, 2021).

EX-10.4 6 ewcz-20210626ex104.htm EX-10.4 Exhibit 10.4 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this “Agreement”), dated as of August 4, 2021, by and among EWC Ventures LLC, a Delaware limited liability company (the “Company”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class B Common Stock (as defined below) from time

European Wax Center, Inc. Announces Closing of Initial Public Offering

EX-99.1 3 tm2123874d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 European Wax Center, Inc. Announces Closing of Initial Public Offering PLANO, TX – August 9, 2021 – European Wax Center (“EWC” or the “Company”) today announced the closing of its previously announced initial public offering of 10,600,000 shares of its Class A common stock, including 1,684,794 shares of its Class A common stock sold by cert

Credit Agreement, dated as of August 9, 2021, among EW Intermediate Holdco, LLC, the several lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, collateral agent and a letter of credit issuer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 9, 2021).

EX-10.1 2 tm2123874d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Deal CUSIP: 26929AAE0 Revolving Credit Loan CUSIP: 26929AAF7 Term A Loan CUSIP: 26929AAG5 CREDIT AGREEMENT dated as of August 9, 2021 among EW INTERMEDIATE HOLDCO, LLC as Holdings, EW HOLDCO, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agen

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) August 9, 2021 European Wax Center, Inc.

10,600,000 Shares European Wax Center, Inc. Class A Common Stock

TABLE OF CONTENTS ? Filed pursuant to Rule 424(b)(4)? ?Registration No. 333-257874? 10,600,000 Shares European Wax Center, Inc. Class A Common Stock ? This is the initial public offering of European Wax Center, Inc. We are offering 8,915,206 shares of our Class A common stock. Certain selling stockholders identified in this prospectus are selling an additional 1,684,794 shares of our Class A commo

As filed with the Securities and Exchange Commission on August 5, 2021

As filed with the Securities and Exchange Commission on August 5, 2021 Registration No.

Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 filed on August 4, 2021).

EX-4.2 3 tm2123874d2ex4-2.htm EXHIBIT 4.2   Exhibit 4.2   AMENDED AND RESTATED   BY-LAWS   OF   EUROPEAN WAX CENTER, INC.   (Adopted as of August 4, 2021)   ARTICLE I OFFICES   Section 1                  Registered Office. The registered office of European Wax Center, Inc. (the “Corporation”) shall be the office of the Corporation’s registered agent in the State of Delaware or such other office of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 European Wax Center, Inc. (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 European Wax Center, Inc. (Exact name of registrant as specified in its charter) Delaware 86-3150064 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on August 4, 2021).

EX-4.1 2 tm2123874d2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of EUROPEAN WAX CENTER, INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) European Wax Center, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 August 3, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

[Signature Page Follows]

August 2, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Donald Field. Jennifer Lopez-Molina Re: European Wax Center, Inc. Registration Statement on Form S-1 File No. 333-257874 Acceleration Request Requested Date: August 4, 2021 Requested Time: 3:00 p.m. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 und

EUROPEAN WAX CENTER, INC. 5830 Granite Parkway, 3rd Floor Plano, TX 75024 August 2, 2021

EUROPEAN WAX CENTER, INC. 5830 Granite Parkway, 3rd Floor Plano, TX 75024 August 2, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Donald Field. Jennifer Lopez-Molina European Wax Center, Inc. Registration Statement on Form S-1 (File No. 333-257874) Dear Mr. Field and Ms. Lopez-Molina: Pursuant to Rule 461 of t

LETTER

United States securities and exchange commission logo July 30, 2021 David P. Berg Chief Executive Officer European Wax Center, Inc. 5830 Granite Parkway, 3rd Floor Plano, Texas 75024 Re: European Wax Center, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 28, 2021 File No. 333-257874 Dear Mr. Berg: We have reviewed your amended registration statement and have the following co

Form of Underwriting Agreement.

EX-1.1 2 tm2114247d14ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 [ ● ] Shares EUROPEAN WAX CENTER, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT August [ ● ], 2021 August [ ● ], 2021 Morgan Stanley & Co. LLC BofA Securities, Inc. Jefferies LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York 1003

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 July 28, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Donald Field Staff Attorney Office of Trade & Services Re: European Wax Center, Inc. Registration Statement on Form S-1 Filed Jul

Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on July 28, 2021).

EX-10.5 5 tm2114247d14ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNIFICATION AGREEMENT by and between EUROPEAN WAX CENTER, INC. and [] as Indemnitee Dated as of [] TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 7 ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY 7 ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PART

Form of Reorganization Agreement.

EX-2.1 3 tm2114247d14ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 REORGANIZATION AGREEMENT Dated as of [], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 4 1.3 Other Definitional and Interpretative Provisions 5 Article II THE REORGANIZATION 6 2.1 Transactions 6 2.2 Consent to Reorganization Transactions 9 2.3 No Liabilities in Eve

Form of Purchase Agreement.

EX-10.11 7 tm2114247d14ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated [●], 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and EWC Ventures, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”). WHEREAS, pursuant to the Fourth Amended and Restated

As filed with the Securities and Exchange Commission on July 28, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 28, 2021 Registration No.

Form of Stockholders Agreement.

EX-10.6 6 tm2114247d14ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 STOCKHOLDERS’ AGREEMENT by and among EUROPEAN WAX CENTER, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of [] Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretive Provisions 5 ARTICLE II CORPORATE GOVERNANCE 5 Section 2.1 The Board of Directors 5 Section 2.2 Major Actions 8 ARTICLE III

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Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 July 26, 2021 VIA EDGAR CONFIDENTIAL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

LETTER

United States securities and exchange commission logo July 21, 2021 David P. Berg Chief Executive Officer European Wax Center, Inc. 5830 Granite Parkway, 3rd Floor Plano, Texas 75024 Re: European Wax Center, Inc. Registration Statement on Form S-1 Filed July 13, 2021 File No. 333-257874 Dear Mr. Berg: We have reviewed your registration statement and have the following comments. In some of our comm

Form of Class B Common Stock Subscription Agreement.

Exhibit 10.13 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES ACQUIRED HEREUNDER MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES

Credit Agreement, dated as of September 25, 2018, among EW Intermediate Holdco, LLC, EW Holdco, LLC, the Lenders party thereto and SunTrust Bank, as Administrative Agent and Collateral Agent.

Exhibit 10.1 CREDIT AGREEMENT dated as of September 25, 2018 among EW Intermediate Holdco, LLC, as Initial Holdings, EW Holdco, LLC, as Borrower, The Lenders Party Hereto, SUNTRUST BANK, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank, SUNTRUST ROBINSON HUMPHREY, INC. NATIXIS, NEW YORK BRANCH, and OWL ROCK CAPITAL ADVISORS LLC, as Joint Lead Arrangers and Joint Bookrun

Employment Agreement by and between EWC Ventures, LLC and Gavin O’Connor, effective as of December 10, 2019.

EX-10.15 21 tm2114247d4ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 10, 2019 (the “Effective Date”), is made and entered into by and between EWC Ventures, LLC, a Delaware limited liability company (the “Company”), and Gavin O’Connor (the “Executive”). WHEREAS, the Company desires to employ the Executive, and the Exec

Form of Tax Receivable Agreement.

Exhibit 10.9 TAX RECEIVABLE AGREEMENT between EUROPEAN WAX CENTER, INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 12 Section 2.1. Basis Schedule 12 Section 2.2. Tax Benefit Schedule 13 Section 2.3. Procedures, Amendments 14 ARTICLE III TAX BENEFIT PAYMENTS 15

Form of Amended and Restated Limited Liability Company Agreement of EWC Ventures, LLC.

EX-10.10 16 tm2114247d4ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLC (a Delaware limited liability company) This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of [●], (this “Agreement”), OF EWC VENTURES, LLC (the “Company”) by and among the Company and the Persons recorded as Members on the Reg

Employment Agreement by and between EWC Ventures, LLC and Jennifer Vanderveldt, effective as of November 4, 2020.

Exhibit 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of November 4, 2020 (the ?Effective Date?), is made and entered into by and between EWC Ventures, LLC, a Delaware limited liability company (the ?Company?), and Jennifer Vanderveldt (the ?Executive?). WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company,

Incremental Assumption and Amendment No. 1 to Credit Agreement, dated as of April 29, 2019, among EW Intermediate Holdco, LLC, EW Holdco, LLC, the subsidiary loan parties thereto, the Lenders party thereto and SunTrust Bank, as Administrative Agent.

Exhibit 10.2 EXECUTION VERSION INCREMENTAL ASSUMPTION AND AMENDMENT NO. 1 Dated as of April 29, 2019 among EW INTERMEDIATE HOLDCO, LLC, as Initial Holdings, EW HOLDCO, LLC, as Borrower, THE LENDERS PARTY HERETO and SUNTRUST BANK as Administrative Agent ?? SUNTRUST ROBINSON HUMPHREY, INC. and OWL ROCK CAPITAL ADVISORS LLC, as Joint Lead Arrangers and Joint Bookrunners INCREMENTAL ASSUMPTION AND AME

Form of Registration Rights Agreement.

EX-10.8 14 tm2114247d4ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 EUROPEAN WAX CENTER, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021 among European Wax Center, Inc., a Delaware corporation (the “Company”), the General Atlantic Holders (as defined herein), EWC Holdings, Inc., a Delaware corporation (“EWC Holdings”), and each other Person l

Form of Amended and Restated Certificate of Incorporation of the Registrant.

EX-3.1 5 tm2114247d4ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of EUROPEAN WAX CENTER, INC. (Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware) European Wax Center, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: The name of the

Employment Agreement by and between EWC Ventures, LLC and David Berg, effective as of September 25, 2018.

Exhibit 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), dated as of September 25, 2018 (the ?Effective Date?), is made and entered into by and between EWC Ventures, LLC, a Delaware limited liability company (the ?Company?), and David Berg (the ?Executive?). WHEREAS, in connection with the transactions (the ?Transactions?) contemplated by that certain Agreement and Plan of M

European Wax Center, Inc. 2021 Omnibus Incentive Plan.

EX-10.17 23 tm2114247d4ex10-17.htm EXHIBIT 10.17 Exhibit 10.17   EUROPEAN WAX CENTER, INC. 2021 Omnibus Incentive Plan   1.            Purpose. The purpose of the European Wax Center, Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to (i) attract and retain individuals to serve as employees, consultants or Directors of European Wax Center, Inc., a Delaware corporatio

Form of Indemnification Agreement.

Exhibit 10.5 INDEMNIFICATION AGREEMENT by and between EUROPEAN WAX CENTER, INC. and [] as Indemnitee Dated as of [] TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 7 ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY 7 ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL 8 ARTICLE 5 INDEMNIFICATION FOR

Form of Exchange Agreement.

Exhibit 10.7 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this ?Agreement?), dated as of [], 2021, by and among EWC Ventures LLC, a Delaware limited liability company (the ?Company?), European Wax Center, Inc., a Delaware corporation (?Pubco?), and the holders of Common Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a ?Holder?). W I T

Powers of Attorney (included on signature page hereto).

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 13, 2021 Registration No.

Form of Amended and Restated By-laws of the Registrant.

EX-3.2 6 tm2114247d4ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF EUROPEAN WAX CENTER, INC. (Adopted as of [ ], 2021) ARTICLE I OFFICES Section 1 Registered Office. The registered office of European Wax Center, Inc. (the “Corporation”) shall be the office of the Corporation’s registered agent in the State of Delaware or such other office of the Corporation in the State of Delaw

Form of Employee Restricted Stock Unit Award Agreement for use with the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on July 13, 2021).

EX-10.19 25 tm2114247d4ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 European Wax Center, Inc. 2021 Omnibus Incentive Plan Notice of RSU Grant Participant: [] # of Shares Underlying RSUs: [] Date of Grant: [] Vesting Schedule: The RSUs shall vest in accordance with terms of the Award Agreement attached hereto as Annex I. Upon vesting, the RSUs shall no longer be subject to cancellation pursuant to Secti

Form of Purchase Agreement.

Exhibit 10.11 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated [?], 2021 (this ?Agreement?), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the ?Sellers? and each, a ?Seller?), and European Wax Center, Inc., a Delaware corporation, as purchaser (the ?Purchaser?). WHEREAS, pursuant to the Fourth Amended and Restated Limited Liability Company Agreement (the ?Prior EWC LL

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant Entity Jurisdiction of Organization EWC Aventura, LLC Florida EWC Boca Central, LLC Florida EWC Boca West, LLC Florida EWC Co-Op Fund, LLC Florida EWC Corporate, LLC Florida EWC eCom Distribution US, LLC Florida EWC Fort Lauderdale Florida EWC Franchise Distribution, LLC Florida EWC Franchise, LLC Florida EWC Merrick I, LLC New York EWC MFund, LLC Florid

Form of Employee Option Award Agreement for use with the 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on July 13, 2021).

EX-10.18 24 tm2114247d4ex10-18.htm EXHIBIT 10.18 Exhibit 10.18 European Wax Center, Inc. 2021 Omnibus Incentive Plan Notice of OPTION Grant Participant: [] # of Shares Subject to Option: [] Date of Grant: [] Exercise Price Per Share: $ [] Vesting Schedule: The Option shall vest in accordance with terms of the Award Agreement attached hereto as Annex I. Upon vesting, the Option shall no longer be s

Form of Stockholders Agreement.

Exhibit 10.6 STOCKHOLDERS? AGREEMENT by and among EUROPEAN WAX CENTER, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of [] Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Interpretive Provisions 5 ARTICLE II CORPORATE GOVERNANCE 5 Section 2.1 The Board of Directors 5 Section 2.2 Major Actions 8 ARTICLE III OTHER COVENANTS AND AGREEMENTS 10 Section 3.1

Form of Merger Agreement.

EX-2.2 3 tm2114247d4ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated as of [], 2021, by and among General Atlantic AIV (EW) Blocker, LLC, a Delaware limited liability company (“GA Blocker”), EWC Merger Sub 1, Inc., a Delaware corporation (“Merger Sub” and, together with GA Blocker, the “Constituent Entities”), European Wax C

Form of Merger Agreement

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this ?Agreement?), dated as of [], 2021, by and among GAPCO AIV Blocker (EW), LLC, a Delaware limited liability company (?GAPCO Blocker?), EWC Merger Sub 2, Inc., a Delaware corporation (?Merger Sub? and, together with GAPCO Blocker, the ?Constituent Entities?), European Wax Center, Inc., a Delaware corporation (?Pubco?),

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 July 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Incremental Assumption and Amendment No.2 to Credit Agreement, dated as of January 2, 2020, among EW Intermediate Holdco, LLC, EW Holdco, LLC, the subsidiary loan parties thereto, the Lenders party thereto and Truist Bank, as Administrative Agent.

EX-10.3 9 tm2114247d4ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTION VERSION INCREMENTAL ASSUMPTION AND AMENDMENT NO. 2 Dated as of January 2, 2020 among EW INTERMEDIATE HOLDCO, LLC, as Initial Holdings, EW HOLDCO, LLC, as Borrower, THE LENDERS PARTY HERETO and TRUIST BANK, as successor by merger to SunTrust Bank, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC. and OWL ROCK CAPITAL ADVISOR

Form of Reorganization Agreement.

EX-2.1 2 tm2114247d4ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 REORGANIZATION AGREEMENT Dated as of [], 2021 TABLE OF CONTENTS Page Article I DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Terms Defined Elsewhere in this Agreement 4 1.3 Other Definitional and Interpretative Provisions 5 Article II THE REORGANIZATION 5 2.1 Transactions 5 2.2 Consent to Reorganization Transactions 9 2.3 No Liabilities in Even

Amendment No. 3 to Credit Agreement, dated as of May 7, 2020, among EW Intermediate Holdco, LLC, EW Holdco, LLC, the subsidiary loan parties thereto, the Lenders party thereto and Truist Bank, as Administrative Agent.

Exhibit 10.4 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT Dated as of May 7, 2020 among EW INTERMEDIATE HOLDCO, LLC, as Initial Holdings, EW HOLDCO, LLC, as Borrower, THE LENDERS PARTY HERETO and TRUIST BANK, as successor by merger to SunTrust Bank, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC. and OWL ROCK CAPITAL ADVISORS LLC, as Joint Lead Arrangers and Joint Bookrunners COM

Form of Purchase Agreement.

EX-10.12 18 tm2114247d4ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated [●], 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and European Wax Center, Inc., a Delaware corporation, as purchaser (the “Purchaser”). WHEREAS, the Purchaser is currently contemplating an under

LETTER

United States securities and exchange commission logo July 12, 2021 David P. Berg Chief Executive Officer European Wax Center, Inc. 5830 Granite Parkway, 3rd Floor Plano, Texas 75024 Re: European Wax Center, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 21, 2021 CIK No. 0001856236 Dear Mr. Berg: We have reviewed your amended draft registration statement and have t

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 June 21, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As submitted confidentially to the Securities and Exchange Commission on June 21, 2021 This amendment no. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remain

TABLE OF CONTENTS As submitted confidentially to the Securities and Exchange Commission on June 21, 2021 This amendment no.

LETTER

United States securities and exchange commission logo June 3, 2021 David P. Berg Chief Executive Officer European Wax Center, Inc. 5830 Granite Parkway, 3 rd Floor Plano, Texas 75024 Re: European Wax Center, Inc. Draft Registration Statement on Form S-1 Submitted May 7, 2021 CIK No. 0001856236 Dear Mr. Berg: We have reviewed your draft registration statement and have the following comments. In som

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 May 7, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As submitted confidentially to the Securities and Exchange Commission on May 7, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidential.

TABLE OF CONTENTS As submitted confidentially to the Securities and Exchange Commission on May 7, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidential.