Black Rock Coffee Bar (BRCB) entities sell 11.6M units tied to margin loan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Black Rock Coffee Bar director-linked entities sold a large indirect stake in the company. Viking Cake BR, LLC and its wholly owned subsidiary Viking Cake Fuel, LLC, for which director Jeffrey Robert Hernandez has voting and investment power, sold 5,809,391 LLC Units and an equal number of shares of Class C Common Stock, together representing 11,618,782 underlying shares of Class A Common Stock. The sale generated an aggregate purchase price of $41,698,806.43, which covered the notional amount, accrued interest including payment-in-kind interest, and a make-whole amount due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A. Following these transactions, the reported holdings of these LLC Units and related Class C shares in this filing were reduced to zero.
Positive
- None.
Negative
- None.
Insights
Director-associated entities completed a large net sale tied to a margin loan payoff.
The entities associated with director Jeffrey Robert Hernandez sold 5,809,391 LLC Units and an equal number of Class C Common Stock, together linked to 11,618,782 shares of Class A Common Stock. These securities are economically tied one-for-one to the company’s Class A shares.
The aggregate proceeds of $41,698,806.43 were used to satisfy amounts due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A., including accrued and payment-in-kind interest and a make-whole amount. This suggests the transactions were driven by loan obligations rather than ordinary portfolio rebalancing, although the filing does not quantify their size relative to total shares outstanding.
After the sale, the filing shows zero remaining LLC Units and related Class C Common Stock for these positions, and no remaining derivative positions in the derivative summary. The reporting person disclaims beneficial ownership of the LLC-held shares except to the extent of his pecuniary interest, which means economic exposure persists only to that extent.
Insider Trade Summary
2 transactions reported
Net Sell
2 txns
Insider
Hernandez Jeffrey Robert
Role
null
Sold
11,618,782 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | LLC Units | 5,809,391 | $0.00 | -- |
| Sale | Class C Common Stock | 5,809,391 | $0.00 | -- |
Holdings After Transaction:
LLC Units — 0 shares (Indirect, See footnote);
Class C Common Stock — 0 shares (Indirect, See footnote)
Footnotes (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. 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. 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. The LLC Units and shares of Class C Common Stock were sold for an aggregate purchase price of $41,698,806.43, representing the notional amount, accrued interest, including payment-in-kind interest, and a make-whole amount due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A. Held by Viking Cake BR, LLC 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 BR, LLC except to the extent of his pecuniary interest therein.
Key Figures
LLC Units sold: 5,809,391 units
Class C Common Stock sold: 5,809,391 shares
Underlying Class A equivalent: 11,618,782 shares
+3 more
6 metrics
LLC Units sold
5,809,391 units
Derivative transactions on 2026-05-15
Class C Common Stock sold
5,809,391 shares
Derivative transactions on 2026-05-15
Underlying Class A equivalent
11,618,782 shares
One-for-one basis to Class A Common Stock
Aggregate purchase price
$41,698,806.43
Sale proceeds used to satisfy Margin Loan Agreement
Net shares sold
11,618,782 shares
Net-sell direction across reported transactions
Total shares after transaction
0 units/shares
Reported for these LLC Units and Class C stock
Key Terms
LLC Units, Class C common stock, Margin Loan Agreement, payment-in-kind interest, +2 more
6 terms
LLC Units financial
"LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC"
LLC units are ownership stakes in a limited liability company, similar to shares in a corporation; each unit represents a portion of the company’s profits, losses and often voting power. For investors, LLC units matter because they determine how much money and control someone gets, how easily an interest can be sold, and how income is taxed and reported — think of owning slices of a pie that also decide how the pie is cut and shared.
Class C common stock financial
"shares of Class C common stock ("Class C Common Stock") of the Issuer"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.
Margin Loan Agreement financial
"due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A."
payment-in-kind interest financial
"accrued interest, including payment-in-kind interest, and a make-whole amount"
Payment-in-kind interest is interest that a borrower pays not with cash but by increasing the loan balance or issuing additional securities, like receiving more IOUs instead of money. For investors this matters because it reduces immediate cash receipts, can dilute ownership or increase a company’s debt load over time, and signals how comfortably a borrower can meet cash obligations — all factors that affect valuation and credit risk.
make-whole amount financial
"including payment-in-kind interest, and a make-whole amount due under a Margin Loan Agreement"
A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.
volume weighted average market price financial
"cash payment equal to a volume weighted average market price of one share of Class A Common Stock"
FAQ
What insider transaction did Black Rock Coffee Bar (BRCB) report?
Black Rock Coffee Bar reported that entities associated with director Jeffrey Robert Hernandez sold 5,809,391 LLC Units and an equal number of Class C Common Stock, linked to 11,618,782 Class A shares, in transactions classified as open-market or private sales.
How much was generated from the BRCB insider’s LLC Units and Class C stock sale?
The LLC Units and Class C Common Stock were sold for an aggregate purchase price of $41,698,806.43. This amount represents the notional balance, accrued interest including payment-in-kind interest, and a make-whole amount due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A.
Who actually held the Black Rock Coffee Bar securities that were sold?
The securities were held by Viking Cake BR, LLC and its wholly owned subsidiary Viking Cake Fuel, LLC. Director Jeffrey Robert Hernandez has voting and investment power over these entities but disclaims beneficial ownership of their shares except to the extent of his pecuniary interest.
What happened to the insider’s reported holdings after these BRCB transactions?
After the transactions, the filing shows total shares following the transaction as zero for both the LLC Units and the related Class C Common Stock positions. The derivative summary is empty, indicating no remaining derivative positions of this specific type are reported in this filing.