5.8M Black Rock Coffee (BRCB) units moved in insider restructuring

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. insider Jacob Virgil Spellmeyer reported an internal restructuring of interests linked to Class A common stock. On March 20, 2026, Viking Cake Fuel, LLC transferred 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC. Viking Cake then distributed 5,809,390 shares of Class C Common Stock and the same number of LLC Units to certain of its members in exchange for their membership interests. As a result of this distribution, Spellmeyer no longer has voting or investment power over the shares previously held by Viking Cake and disclaims beneficial ownership of those shares. The LLC Units and corresponding Class C shares are exchangeable into Class A common stock on a one-for-one basis or, at the issuer’s election, for cash, and each Class C share will automatically convert into Class B common stock by September 15, 2035 or earlier if specified ownership thresholds are not met.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Spellmeyer Jacob Virgil

(Last) (First) (Middle)

C/O BLACK ROCK COFFEE BAR, INC.

9170 E. BAHIA DRIVE, SUITE 101

(Street)

SCOTTSDALE ARIZONA 85260

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Black Rock Coffee Bar, Inc. [ BRCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units	(1)	03/20/2026		J(4)			5,809,390	(1)	(1)	Class A Common Stock	5,809,390	$0.00	0	I	See footnote(5)
Class C Common Stock	(2)(3)	03/20/2026		J(4)			5,809,390	(2)(3)	(2)(3)	Class A Common Stock	5,809,390	$0.00	0	I	See footnote(5)

Explanation of Responses:

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.

2. 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.

3. 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 the Reporting Person, the date on which the aggregate number of shares of Class C Common Stock held by the Reporting Person or certain of his affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by the Reporting Person and certain of his affiliates as of September 15, 2025.

4. On March 20, 2026, (a) Viking Cake Fuel, LLC ("Viking Cake Fuel") transferred a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC ("Viking Cake") and (b) Viking Cake distributed a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units in exchange for all of the units of membership interest in Viking Cake of certain of its members. As a result of the distribution, the Reporting Person no longer has voting or investment power for the shares held by Viking Cake.

5. Held by Viking Cake and its wholly-owned subsidiary, Viking Cake Fuel. The Reporting Person disclaims beneficial ownership of the shares held by Viking Cake.

	/s/ Jacob Spellmeyer	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BRCB’s Jacob Virgil Spellmeyer report?

Jacob Virgil Spellmeyer reported an internal restructuring involving 5,809,390 LLC Units and the same number of Class C Common Stock shares. These were transferred and then distributed by related entities Viking Cake Fuel, LLC and Viking Cake BR, LLC, changing who controls those securities.

How many Black Rock Coffee Bar (BRCB) shares were affected in this Form 4?

The restructuring covered 5,809,390 shares of Class C Common Stock and an equal number of LLC Units. Each LLC Unit and corresponding Class C share is linked to potential one-for-one exchanges into Class A common stock or equivalent cash at the issuer’s election.

Does Jacob Virgil Spellmeyer still have voting power over the BRCB securities involved?

No. After Viking Cake BR, LLC distributed 5,809,390 Class C shares and LLC Units to certain members, Spellmeyer no longer has voting or investment power over those securities and disclaims beneficial ownership of shares held by Viking Cake and its wholly owned subsidiary.

What are the conversion rights of BRCB’s Class C Common Stock reported here?

Class C Common Stock can be converted at any time into Class A Common Stock on a one-for-one basis. Alternatively, at the issuer’s election, holders may receive a cash payment equal to a volume-weighted average market price for each LLC Unit redeemed.

When will BRCB Class C Common Stock automatically convert to Class B common stock?

Each outstanding share of Class C Common Stock will automatically convert into one share of Class B common stock on the earlier of September 15, 2035, or when Spellmeyer and certain affiliates fall below thirty-three percent of their September 15, 2025 Class C holdings.

Is this BRCB Form 4 a buy or sell of shares on the open market?

No. The Form 4 reflects an “other” type of transaction, coded J, tied to restructuring between related entities, not open-market buying or selling. It changes voting and investment power over the securities rather than recording a market purchase or sale.