Viking Cake entities exit 11.6M Black Rock Coffee Bar (BRCB) units in $41.7M margin-loan sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Black Rock Coffee Bar, Inc. reported that affiliated entities Viking Cake BR, LLC and its wholly owned subsidiary Viking Cake Fuel, LLC sold 5,809,391 LLC Units and an equal number of shares of Class C common stock, for a total of 11,618,782 derivative-linked interests. Each LLC Unit and corresponding Class C share is exchangeable on a one-for-one basis into Class A common stock or, at the issuer’s election, cash. The securities were sold for an aggregate purchase price of $41,698,806.43 in connection with amounts due under a margin loan agreement with JPMorgan Chase Bank, N.A., and the reporting entities no longer hold these positions after the transactions.
Positive
- None.
Negative
- None.
Insights
Viking Cake entities fully exited 11.6M Black Rock-linked units to satisfy a margin loan.
Two affiliated entities, Viking Cake BR, LLC and Viking Cake Fuel, LLC, executed open-market or private sales of 5,809,391 LLC Units and an equal number of Class C common shares tied to Black Rock Coffee Bar, Inc. Each unit is economically linked one-for-one to Class A common stock or cash at the issuer’s election.
The total of 11,618,782 derivative-linked interests was sold for $41,698,806.43, matching the notional amount, accrued interest, payment-in-kind interest, and make-whole due under a margin loan agreement with JPMorgan Chase Bank, N.A. Following these sales, the filing shows no remaining holdings from these entities in the reported securities.
This is a strong net-sell signal from former 10% owners, but it is driven by margin loan mechanics rather than a disclosed discretionary portfolio decision. The filing does not quantify Black Rock Coffee Bar’s total shares outstanding, so the scale of this exit relative to the company’s equity base cannot be assessed here.
Insider Trade Summary
2 transactions reported
Net Sell
2 txns
Insider
Viking Cake BR, LLC, Viking Cake Fuel, LLC
Role
null | null
Sold
11,618,782 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | LLC Units | 5,809,391 | $0.00 | -- |
| Sale | Class C Common Stock | 5,809,391 | $0.00 | -- |
Holdings After Transaction:
LLC Units — 0 shares (Indirect, See footnote);
Class C Common Stock — 0 shares (Indirect, See footnote)
Footnotes (1)
- LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled. The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed. Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) September 15, 2035 and (ii) with respect to Daniel Brand, Jeff Hernandez, Jake Spellmeyer and Bryan Pereboom (collectively, the "Co-Founders"), the date on which the aggregate number of shares of Class C Common Stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by such Co-Founder and certain of their affiliates as of September 15, 2025. The LLC Units and shares of Class C Common Stock were sold for an aggregate purchase price of $41,698,806.43, representing the notional amount, accrued interest, including payment-in-kind interest, and a make-whole amount due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A. Held by Viking Cake BR, LLC and its wholly-owned subsidiary, Viking Cake Fuel, LLC.
Key Figures
LLC Units sold: 5,809,391 LLC Units
Class C shares sold: 5,809,391 shares Class C common stock
Total derivative-linked interests sold: 11,618,782 units/shares
+4 more
7 metrics
LLC Units sold
5,809,391 LLC Units
Sold on 2026-05-15 in S-code transaction
Class C shares sold
5,809,391 shares Class C common stock
Sold on 2026-05-15 in S-code transaction
Total derivative-linked interests sold
11,618,782 units/shares
Net sell across two derivative transactions
Aggregate purchase price
$41,698,806.43
Consideration for LLC Units and Class C shares under margin loan
Conversion ratio
1:1 into Class A common stock
LLC Units and Class C stock redeemable for Class A or cash
Automatic conversion date
September 15, 2035
Class C converts into Class B common stock at this time or earlier trigger
Ownership after transactions
0 reported shares/units
Total holdings following the reported sales
Key Terms
LLC Units, Class C Common Stock, Class A Common Stock, Margin Loan Agreement, +2 more
6 terms
LLC Units financial
"LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC"
LLC units are ownership stakes in a limited liability company, similar to shares in a corporation; each unit represents a portion of the company’s profits, losses and often voting power. For investors, LLC units matter because they determine how much money and control someone gets, how easily an interest can be sold, and how income is taxed and reported — think of owning slices of a pie that also decide how the pie is cut and shared.
Class C Common Stock financial
"an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.
Class A Common Stock financial
"redeem their LLC Units at any time for either shares of Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Margin Loan Agreement financial
"due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A."
payment-in-kind interest financial
"representing the notional amount, accrued interest, including payment-in-kind interest, and a make-whole amount"
Payment-in-kind interest is interest that a borrower pays not with cash but by increasing the loan balance or issuing additional securities, like receiving more IOUs instead of money. For investors this matters because it reduces immediate cash receipts, can dilute ownership or increase a company’s debt load over time, and signals how comfortably a borrower can meet cash obligations — all factors that affect valuation and credit risk.
make-whole amount financial
"accrued interest, including payment-in-kind interest, and a make-whole amount due under a Margin Loan Agreement"
A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.
FAQ
What insider sale did Viking Cake report for Black Rock Coffee Bar (BRCB)?
Viking Cake BR, LLC and Viking Cake Fuel, LLC reported selling 5,809,391 LLC Units and 5,809,391 shares of Class C common stock, totaling 11,618,782 derivative-linked interests tied to Black Rock Coffee Bar’s Class A common stock equivalents.
How much did Viking Cake receive from the Black Rock Coffee Bar (BRCB) transaction?
The LLC Units and Class C common shares were sold for an aggregate purchase price of $41,698,806.43, equal to the notional amount, accrued interest, payment-in-kind interest, and a make-whole amount owed under a margin loan agreement with JPMorgan Chase Bank, N.A.
What are Black Rock Coffee Bar (BRCB) LLC Units and Class C common stock linked to?
Each LLC Unit of Black Rock Coffee Holdings, LLC and its corresponding share of Class C common stock can be redeemed for either one share of Class A common stock on a one-for-one basis or a corresponding cash amount, at the issuer’s election through its independent directors.
When will Black Rock Coffee Bar (BRCB) Class C stock automatically convert to Class B?
Each outstanding share of Class C common stock automatically converts into one share of Class B common stock on the earlier of September 15, 2035 or, for each named co-founder group, when their aggregate Class C holdings fall below thirty-three percent of their September 15, 2025 levels.