Black Rock Coffee (BRCB) owner restructures 5,809,390 Class C and LLC units

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. insider Bryan Douglas Pereboom reported an internal restructuring of his indirect holdings in LLC Units and Class C common stock. On March 20, 2026, entities associated with him moved 5,809,390 shares of Class C common stock and an equal number of LLC Units from Viking Cake Fuel, LLC to Viking Cake BR, LLC, then Viking Cake BR, LLC distributed the same amounts to certain of its members. The filing classifies these as “other” transactions with no per‑share price, indicating an entity-level reorganization rather than an open‑market trade. As a result, Pereboom no longer has voting or investment power over the shares held by Viking Cake BR, LLC and reports 29,046 indirect shares remaining, while also disclaiming beneficial ownership of shares held through his spouse’s interest in Aureata Fuel, LLC except for any pecuniary interest.

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^*

Pereboom Bryan Douglas

(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	29,046	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	29,046	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 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. The Reporting Person's spouse is an equity owner of Aureata Fuel, LLC, a recipient of Viking Cake's distribution. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by his spouse except to the extent of his pecuniary interest therein.

	/s/ Bryan Pereboom	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 did the Black Rock Coffee Bar (BRCB) Form 4 report for Bryan Pereboom?

The Form 4 reports that entities linked to Bryan Pereboom restructured 5,809,390 shares of Class C common stock and an equal number of LLC Units, with no per-share price, reflecting an internal reorganization rather than an open-market purchase or sale.

Did Bryan Pereboom buy or sell Black Rock Coffee Bar (BRCB) shares in this Form 4?

No open-market buys or sells were reported. The transactions are coded “J” as other acquisitions or dispositions tied to entity restructuring, moving 5,809,390 Class C shares and LLC Units between affiliated LLCs without a stated transaction price.

How did the restructuring affect Bryan Pereboom’s control over Black Rock Coffee Bar (BRCB) shares?

After the restructuring, Pereboom no longer has voting or investment power over shares held by Viking Cake BR, LLC. The Form 4 shows 29,046 shares remaining as indirect holdings and notes disclaimers regarding certain spouse-related interests.

What role do Viking Cake entities play in the BRCB Form 4 transactions?

Viking Cake Fuel, LLC transferred 5,809,390 Class C shares and LLC Units to Viking Cake BR, LLC, which then distributed the same amount to certain members. These movements drove the reported “other” transactions and the change in Pereboom’s voting and investment power.

How are LLC Units and Class C common stock linked for Black Rock Coffee Bar (BRCB)?

Each LLC Unit is paired with one share of Class C common stock and can be redeemed for Class A common stock on a one-for-one basis or, at the issuer’s election, for a cash amount based on the volume-weighted average price of Class A shares.

What conversion features apply to Black Rock Coffee Bar (BRCB) Class C common stock?

Class C common stock is convertible into Class A common stock on a one-for-one basis at the holder’s election, or into cash at the issuer’s election. It will automatically convert into Class B common stock upon specific future ownership or date-based conditions.