Black Rock Coffee Bar, Inc. SEC Filings

Black Rock Coffee Bar, Inc. furnished an 8-K announcing its financial results for the three and nine months ended September 30, 2025. The company issued a press release and held a previously announced conference call to discuss the results.

The press release is furnished as Exhibit 99.1 and the conference call transcript as Exhibit 99.2. The information in Item 2.02, including these exhibits, is furnished and not deemed filed under the Exchange Act.

Black Rock Coffee Bar, Inc. (BRCB) filed an amended Form 3 to correct its initial beneficial ownership disclosure for Chief Financial Officer Rodderick Fredrick Booth. The amendment states that as of 09/12/2025 the reporting person beneficially owned 349,826 LLC Units and corresponding Class B Common Stock shares. The LLC Units are redeemable at any time on a 1-for-1 basis for Class A Common Stock, with the same number of Class B shares forfeited upon redemption.

Gilder Gagnon Howe & Co., LLC reports beneficial ownership of 1,411,127 shares of Black Rock Coffee Bar, Inc. Class A common stock, representing 9.2% of that class. The filing shows the firm has shared dispositive power over these shares but reports no sole or shared voting power and no sole dispositive power. The statement affirms the position was acquired and is held in the ordinary course of business and not to influence control of the issuer. The filing is signed by the Chief Compliance Officer on 10/01/2025.

Black Rock Coffee Bar disclosed several governance and financing agreements related to its recent offering and a new credit package for its operating subsidiary, OpCo. The company filed operative agreements including an amended LLC agreement, a tax receivable agreement, registration rights and voting agreements tied to the offering. OpCo replaced prior facilities with a new $75.0 million credit package consisting of a $50.0 million term loan and a $25.0 million revolving facility, with $50.0 million drawn at closing. The credit facility is secured by substantially all OpCo assets and includes customary affirmative and negative covenants and financial tests, notably a maximum net rent adjusted leverage ratio of 4.75:1.00 and a minimum fixed charge coverage ratio.

Jeffrey Robert Hernandez, a director and 10% owner of Black Rock Coffee Bar, Inc. (BRCB), reported multiple securities transactions and holdings. The Form 4 discloses a prior award of 2,812 RSUs dated 09/11/2025 that convert into Class A common stock and vest by the earlier of the 2026 annual meeting or one year after the IPO closing. The filing also reports ownership of 3,118,938 LLC Units and a corresponding 11,618,781 shares of Class C common stock (convertible into Class A on a one-for-one basis). The LLC Units and Class C shares are held by Viking Cake BR, LLC and Viking Cake Fuel, LLC, for which Hernandez has voting and investment power; he disclaimers beneficial ownership except to his pecuniary interest.

Jacob Virgil Spellmeyer, a director and >10% owner of Black Rock Coffee Bar, Inc. (BRCB), reported acquisitions tied to the company's IPO structure. The Form 4 shows a prior transaction dated 09/11/2025 awarding 2,812 restricted stock units (RSUs) that convert to Class A common shares and vest on the earlier of the 2026 annual meeting or one year after the IPO closing. On 09/15/2025 the reporting person acquired 3,118,938 LLC Units (membership units of Black Rock Coffee Holdings, LLC) and a corresponding number of Class C common shares; those units and Class C shares are economically linked to 11,618,781 Class A common shares (conversion/redemption mechanics described). The holdings reported are held indirectly through Viking Cake BR, LLC and Viking Cake Fuel, LLC, for which the reporting person has voting and investment power and disclaims beneficial ownership except to the extent of pecuniary interest.

Daniel Brand, a director and reported 10% owner of Black Rock Coffee Bar, Inc. (BRCB), disclosed multiple equity-related transactions. He was awarded 2,812 restricted stock units (RSUs) that convert into Class A common stock and reported beneficial ownership of 2,812 Class A shares following that award. He also reported acquisition of 3,118,938 LLC units in Black Rock Coffee Holdings, LLC and a corresponding 3,118,938 shares of Class C common stock, which are ultimately tied to 11,618,781 underlying Class A shares at a conversion price shown as $20 for certain instruments and $0.00 for others. The filing notes that LLC units may be redeemed for Class A shares or cash and that Class C shares are convertible into Class A (or later convert into Class B under specified conditions). Ownership is held indirectly through Viking Cake BR, LLC entities for which Brand has voting and investment power.

Bryan Pereboom, a director and reported >10% owner of Black Rock Coffee Bar, Inc. (BRCB), reported several pre-IPO equity-related transactions tied to the company's initial public offering.

He was granted 2,812 RSUs on 09/11/2025 that convert one-for-one into Class A common shares and vest on the earlier of the 2026 annual meeting or one year after the IPO close. Separately, on 09/15/2025 he acquired or received 3,118,938 LLC units that correspond to 11,618,781 Class A shares on a one-for-one basis under the company's structure; those units are held indirectly through Viking Cake entities for which he has voting and investment power but disclaims beneficial ownership except to his pecuniary interest. The filings reflect standard conversion, redemption and automatic-conversion mechanics between LLC Units, Class C and Class A common stock disclosed in the footnotes.

Black Rock Coffee Bar, Inc. describes how its charter and Texas law (TBOC) will govern indemnification and director liability. The company will eliminate monetary liability for directors for most acts, while preserving liability for breaches of loyalty, bad-faith conduct, improper personal benefit, and statutory exceptions. The TBOC permits indemnification and advancement of expenses for directors, officers and certain others, subject to determinations by disinterested directors, board committees, special counsel or shareholder votes. The registrant will enter indemnification agreements with directors and officers, expects standard D&O insurance, and the underwriting agreement allocates certain indemnities between the company and underwriters. The filing notes that indemnification for Securities Act liabilities may be unenforceable under SEC views.