Black Rock Coffee Bar (BRCB) CMO shifts LLC Units and Class B stock to family trust

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. Chief Marketing Officer Jessica Michele Wegener-Beyer reported a series of bona fide gifts involving both LLC Units and Class B Common Stock. On the reported date, she transferred 27,544 LLC Units and 27,544 shares of Class B Common Stock from her direct holdings, reducing her direct position in each of those securities to zero.

The same amounts were recorded as indirectly held through the Beyer Family Living Trust, which now holds 27,544 LLC Units and 27,544 shares of Class B Common Stock. The LLC Units are redeemable into Class A Common Stock on a 1‑to‑1 basis, with a corresponding number of Class B shares forfeited upon redemption, and they have no expiration date. These are non-market, zero‑price gift transfers rather than open‑market sales.

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).

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^*

Wegener-Beyer Jessica Michele

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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 B Common Stock	03/11/2026		G		27,544	D	$0	0	D
Class B Common Stock	03/11/2026		G	V	27,544	A	$0	27,544	I	Beyer Family Living Trust

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)	03/11/2026		G			27,544	(1)	(1)	Class A Common Stock	27,544	$0	0	D
LLC Units	(1)	03/11/2026		G	V	27,544		(1)	(1)	Class A Common Stock	27,544	$0	27,544	I	Beyer Family Living Trust

Explanation of Responses:

1. The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date.

Remarks:

	/s/ Sam Seiberling, Attorney in Fact for Jessica Wegener-Beyer	03/12/2026
	** 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.

FAQ

What insider transaction did BRCB’s CMO report on this Form 4?

Black Rock Coffee Bar’s Chief Marketing Officer reported bona fide gifts of LLC Units and Class B Common Stock. She moved 27,544 of each security from direct ownership to indirect ownership via the Beyer Family Living Trust in non-market, zero-price transfers.

How many Black Rock Coffee Bar (BRCB) securities were transferred in total?

The filing shows four gift transactions totaling 110,176 securities. This includes 27,544 LLC Units and 27,544 shares of Class B Common Stock moved out of direct holdings, and matching amounts recorded as indirectly held through the Beyer Family Living Trust.

Did the BRCB insider sell shares on the open market in this Form 4?

No, the transactions are coded as “G” for bona fide gifts at a price of $0.00 per share. These are non-market transfers between direct ownership and a family trust, not open-market purchases or sales, and therefore do not reflect trading in the public market.

What is the relationship between BRCB LLC Units and Class A Common Stock?

The footnote explains that each LLC Unit may be redeemed at the holder’s option for one share of Class A Common Stock. When an LLC Unit is redeemed, a corresponding share of Class B Common Stock is forfeited, and the LLC Units have no expiration date.

Who now holds the gifted Black Rock Coffee Bar (BRCB) securities?

Following the reported gifts, the Beyer Family Living Trust is listed as the indirect owner of 27,544 LLC Units and 27,544 shares of Class B Common Stock. The reporting person’s direct holdings in these specific securities were reduced to zero in this Form 4.

Does this BRCB Form 4 indicate any remaining derivative positions for the insider?

The derivative summary in this Form 4 shows no remaining derivative positions after the reported gifts. The filing instead reflects indirect ownership of LLC Units through the Beyer Family Living Trust, with the conversion mechanics into Class A Common Stock described in the footnote.