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

Rhea-AI Filing Summary

Daniel Brand, a director and reported 10% owner of Black Rock Coffee Bar, Inc. (BRCB), disclosed multiple equity-related transactions. He was awarded 2,812 restricted stock units (RSUs) that convert into Class A common stock and reported beneficial ownership of 2,812 Class A shares following that award. He also reported acquisition of 3,118,938 LLC units in Black Rock Coffee Holdings, LLC and a corresponding 3,118,938 shares of Class C common stock, which are ultimately tied to 11,618,781 underlying Class A shares at a conversion price shown as $20 for certain instruments and $0.00 for others. The filing notes that LLC units may be redeemed for Class A shares or cash and that Class C shares are convertible into Class A (or later convert into Class B under specified conditions). Ownership is held indirectly through Viking Cake BR, LLC entities for which Brand has voting and investment power.

Positive

• Director and 10% owner disclosed increased alignment with company equity via RSUs and LLC units tied to Class C and Class A common stock
• Clear documentation of conversion and redemption mechanisms for LLC Units and Class C shares provides transparency on potential future share outcomes

Negative

• Large indirect holdings (11,618,781 Class A-equivalent shares) could concentrate economic exposure and influence over corporate decisions
• Complex capital structure with multiple classes and redemption options may create uncertainty about timing and form (cash or shares) of future redemptions/conversions

Insights

Corporate Governance Expert

TL;DR: Director increased economic exposure through LLC units and RSUs, consolidating significant indirect ownership across multiple share classes.

The filing documents a mix of non-derivative and derivative-equivalent interests: an RSU award (2,812 RSUs) and large holdings of LLC units paired with Class C common stock (3,118,938 units) that correspond to 11,618,781 underlying Class A shares. The disclosure clarifies redemption and conversion mechanics that affect ultimate economic and voting exposure, and it identifies indirect ownership through controlled LLCs. For governance, this consolidates founder/insider alignment with the company while preserving structural conversion provisions that could affect future voting dynamics.

Securities Analyst

TL;DR: Significant insider-held convertible inventory recorded; potential future share conversion could materially affect float and control.

The report shows substantial convertible instruments: LLC Units tied to Class C shares and a disclosed underlying count of 11,618,781 Class A-equivalent shares. The filing also shows a $20 conversion/exercise reference for one instrument and $0.00 for another, indicating differing terms across instruments. Holdings are held indirectly via Viking Cake BR, LLC, which the reporting person controls. These positions are material to capitalization tables and should be monitored in subsequent disclosures when conversions or redemptions occur.

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^*

Brand Daniel Jordan

(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 Daniel Brand	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).
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FAQ

What transactions did Daniel Brand report on Form 4 for BRCB?

He reported an award of 2,812 RSUs and the acquisition/ownership of 3,118,938 LLC units tied to 3,118,938 Class C shares, corresponding to 11,618,781 Class A-equivalent shares.

How are the LLC units and Class C shares convertible for BRCB?

Holders may redeem LLC Units for Class A common stock one-for-one or for cash at the issuer's election; Class C shares are convertible into Class A on a one-for-one basis or may be exchanged for cash as determined by disinterested independent directors.

Does Daniel Brand hold these securities directly?

The filing indicates the securities are held indirectly through Viking Cake BR, LLC and Viking Cake Fuel, LLC, for which Brand has voting and investment power.

When did the reported transactions occur?

The earliest transaction date reported is 09/11/2025 for RSUs and 09/15/2025 for LLC unit/Class C share-related transactions; the Form 4 was signed on 09/16/2025.

What are the vesting or exercisability terms disclosed for the RSUs?

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.