[Form 4] Black Rock Coffee Bar, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Insider increased ownership via LLC units and RSUs ahead of public listing; structure preserves conversion/redemption flexibility.

The reported transactions reflect pre-IPO and IPO-related equity structuring rather than open-market trading. The 2,812 RSUs convert to Class A shares and vest based on IPO/timing triggers, indicating management/alignment incentives. The 3,118,938 LLC Units and associated Class C shares link to 11,618,781 Class A shares through conversion/redemption provisions; these mechanics provide liquidity options to holders and retention of control features until conversion events occur. Holdings are held indirectly through affiliated LLCs, which the reporting person controls for voting and investment purposes but disclaims beneficial ownership beyond pecuniary interest. For investors, this filing documents insider alignment and the capital structure complexity tied to the IPO.

Corporate Governance Specialist

TL;DR: Transaction highlights typical founder/insider post-IPO conversion and vesting provisions with potential governance implications.

The Form 4 discloses standard exchange mechanics: Class C shares convertible one-for-one into Class A shares and automatic conversion triggers tied to time and ownership thresholds. Redemption/election rights and issuer discretion to settle in cash or shares are noted, with conversions potentially impacting voting composition over time. The reporting person holds interests via related LLCs, which centralizes voting/investment power. No departures, sales, or direct open-market disposals are reported; the filing documents internal capital structure movements relevant to control and future share supply.

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

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 AZ 85260

(City) (State) (Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

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

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
Class A Common Stock	09/11/2025(1)		A		2,812	A	(2)	2,812	D

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	(3)	09/15/2025		P		3,118,938		(3)	(3)	Class A Common Stock	11,618,781	$20	11,618,781	I	See footnote(6)
Class C Common Stock	(4)(5)	09/15/2025		J(7)		3,118,938		(4)(5)	(4)(5)	Class A Common Stock	11,618,781	$0.00	11,618,781	I	See footnote(6)

Explanation of Responses:

1. This transaction occurred prior to Black Rock Coffee Bar, Inc.'s (the "Issuer") registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, and is reported herein pursuant to Rule 16a-2(a).

2. Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs vest in full on the earlier of the Issuer's 2026 annual meeting or the first anniversary of the closing of the Issuer's initial public offering.

3. 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 on or following the closing of the Issuer's initial public offering 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.

4. 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.

5. 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) the ten-year anniversary of the later of the closing of the Issuer's initial public offering or the closing date of any exercise of the underwriters' option to purchase additional shares of Class A Common Stock 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 the later of the closing of the Issuer's initial public offering or the closing date of any exercise of the underwriters' option to purchase additional shares of Class A Common Stock in the Issuer's initial public offering.

6. Held by Viking Cake BR, LLC ("Viking Cake") and its wholly-owned subsidiary, Viking Cake Fuel, LLC, for which the Reporting Person has voting and investment power. The Reporting Person disclaims beneficial ownership of the shares held by Viking Cake except to the extent of his pecuniary interest therein.

7. Represents a corresponding number of shares of Class C Common Stock issued in connection with the purchase of newly-issued LLC Units from Black Rock OpCo.

	/s/ Sam Seiberling, Attorney in Fact for Jacob Spellmeyer	09/16/2025
	** 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.
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FAQ

What did Jacob Spellmeyer report on Form 4 for BRCB?

The filing reports acquisition of 2,812 RSUs (09/11/2025) and 3,118,938 LLC Units plus corresponding Class C shares (09/15/2025), held indirectly via Viking Cake entities.

How many Class A shares are tied to the reported LLC Units and Class C shares?

The filing states the LLC Units and corresponding Class C shares relate to 11,618,781 Class A common shares.

When do the RSUs vest according to the Form 4?

The RSUs vest in full on the earlier of the 2026 annual meeting or the one-year anniversary of the IPO closing.

Does the reporting person directly own the shares reported?

Holdings are reported as indirect through Viking Cake BR, LLC and Viking Cake Fuel, LLC; the reporting person has voting and investment power and disclaims beneficial ownership except for pecuniary interest.

Are the Class C shares convertible to Class A shares?

Yes; Class C Common Stock is convertible by the holder into Class A Common Stock on a one-for-one basis, with issuer options to settle in cash under specified conditions.