Black Rock Coffee Bar (BRCB) centralizes voting via multi-year irrevocable proxy

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. entered into an irrevocable proxy with four 2021 trusts that hold Class C common shares. Under this agreement, the company’s Chief Executive Officer and any company designee are authorized to vote all Class A, Class B and Class C shares held or controlled by these trusts. This voting authority covers all voting, consent and similar rights attached to the covered shares and lasts until the later of two years from March 18, 2026 or the termination of a related Voting Agreement with other investors. The arrangement centralizes voting control for this block of shares under the company’s direction, potentially strengthening management’s influence on shareholder decisions.

Insights

Corporate governance analyst

Irrevocable proxy centralizes voting power with management-linked designees.

The agreement gives Black Rock Coffee Bar and its Chief Executive Officer proxy authority over all shares held or controlled by four 2021 trusts. This concentrates voting power for those shares with company-aligned decision makers for a defined multi-year period.

The proxy lasts until the later of two years from March 18, 2026 or termination of the referenced Voting Agreement. That timeframe could cover multiple annual meetings, board elections or strategic votes, potentially reducing uncertainty around how this shareholder bloc will vote.

The practical impact depends on how many shares these trusts hold relative to total voting power, which is not specified in the excerpt. Future company disclosures and proxy materials may give clearer context on how this voting alignment affects control dynamics and key governance decisions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0002068577false00020685772026-03-182026-03-18

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 18, 2026

Black Rock Coffee Bar, Inc.

(Exact name of registrant as specified in its charter)

Texas			001-42844			33-5053729
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

9170 E. Bahia Drive, Suite 101

Scottsdale, AZ 85260

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (458) 256-9668

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.00001 par value per share

BRCB

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01                Entry into a Material Definitive Agreement

On March 18, 2026, Black Rock Coffee Bar, Inc. (the “Company”) entered into an irrevocable proxy (the “Proxy”) with Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Bryan D. Pereboom 2021 Trust, and Nicole R. Pereboom 2021 Trust (collectively, the “Proxy Parties”), each of which is a Class C common shareholder of the Company. The Proxy Parties are also parties to that certain Voting Agreement, dated as of September 11, 2025, by and among the Company, Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, and the other parties thereto (the “Voting Agreement”).

Pursuant to the Proxy and subject to the terms of the Voting Agreement, the Company, the Chief Executive Officer of the Company and any other designee of the Company have been authorized and empowered by the Proxy Parties to serve as their attorney-in-fact and proxy to vote all shares of the Company’s Class A, Class B or Class C common stock held by the Proxy Parties or over which the Proxy Parties have voting control (the “Covered Shares”) and to exercise all voting, consent and similar rights of the Proxy Parties with respect to the Covered Shares until the later of (a) two years from March 18, 2026 and (b) the termination of the Voting Agreement.

The foregoing description of the Proxy does not purport to be complete and is qualified in its entirety by reference to the full text of the Proxy, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01                Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
10.1						Irrevocable Proxy, dated March 18, 2026.
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BLACK ROCK COFFEE BAR, INC.
Date: March 20, 2026			By:			/s/ Samuel J. Seiberling
						Samuel J. Seiberling
						Chief Legal Officer

FAQ

What did Black Rock Coffee Bar (BRCB) announce in this 8-K filing?

Black Rock Coffee Bar disclosed an irrevocable proxy with four 2021 trusts. The agreement authorizes the company’s CEO and designees to vote all shares those trusts hold or control, centralizing voting decisions for that block of stock for a defined multi-year period.

Who are the proxy parties in Black Rock Coffee Bar’s new irrevocable proxy?

The proxy parties are the Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Bryan D. Pereboom 2021 Trust and Nicole R. Pereboom 2021 Trust. Each is a Class C common shareholder and has granted voting authority over its covered shares to company-designated proxies.

Which shares are covered by Black Rock Coffee Bar’s irrevocable proxy?

The proxy covers all Class A, Class B and Class C common stock that the four 2021 trusts hold or over which they have voting control. For these covered shares, the company, its Chief Executive Officer or other designees may exercise all voting, consent and similar rights.

How long will Black Rock Coffee Bar’s irrevocable proxy remain in effect?

The irrevocable proxy remains effective until the later of two years from March 18, 2026 or the termination of the related Voting Agreement. This structure ties the proxy’s duration both to a fixed time period and to the life of that separate governance agreement.

How is the irrevocable proxy related to Black Rock Coffee Bar’s Voting Agreement?

The trusts granting the proxy are also parties to a Voting Agreement with Black Rock Coffee Bar, Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC and others. The proxy is expressly subject to the terms of that Voting Agreement, and its duration extends at least until that agreement ends.

Where can investors read the full text of Black Rock Coffee Bar’s irrevocable proxy?

The complete irrevocable proxy is filed as Exhibit 10.1 to the report. The company’s summary notes that its description is qualified in its entirety by reference to this exhibit, which is incorporated by reference into the disclosure for detailed legal terms.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 15.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB