Viking Cake BR logs 5,809,390-unit BRCB restructuring

Black Rock Coffee Bar, Inc. insider Viking Cake BR, LLC reported an internal restructuring involving 5,809,390 LLC Units of Black Rock Coffee Holdings, LLC and an equal number of shares of Class C common stock.

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. insider Viking Cake BR, LLC reported an internal restructuring involving 5,809,390 LLC Units of Black Rock Coffee Holdings, LLC and an equal number of shares of Class C common stock. On March 20, 2026, Viking Cake Fuel, LLC transferred these interests to Viking Cake BR, LLC, which then distributed the same amounts to certain of its members in exchange for their membership interests. Each LLC Unit and corresponding share of Class C common stock is ultimately exchangeable, at the holder’s election and subject to issuer choice, for either one share of Class A common stock or an equivalent cash amount, and each Class C share will automatically convert into Class B common stock upon specified future triggers.

Insider Trade Summary

Other: 11,618,780 shares

Other 2 txns

Insider Viking Cake BR, LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	LLC Units	5,809,390	$0.00	$0.00
Other	Class C Common Stock	5,809,390	$0.00	$0.00

Holdings After Transaction: LLC Units — 5,809,391 contracts (Indirect, See footnote); Class C Common Stock — 5,809,391 contracts (Indirect, See footnote)

Footnotes (5)

1. F1. 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. F2. 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. F3. 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 Daniel Brand, Jeff Hernandez, Jake Spellmeyer and Bryan Pereboom (collectively, the "Co-Founders"), the date on which the aggregate number of shares of Class C Common Stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by such Co-Founder and certain of their affiliates as of September 15, 2025.
4. F4. 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.
5. F5. Held by Viking Cake BR, LLC and its wholly-owned subsidiary, Viking Cake Fuel, LLC.

FAQ

What did Viking Cake BR, LLC report in its Form 4 for BRCB?

Viking Cake BR, LLC reported an internal restructuring involving 5,809,390 LLC Units and an equal number of Class C common shares. These interests were moved between Viking Cake Fuel, LLC, Viking Cake BR, LLC, and certain members, without open-market buying or selling of Black Rock Coffee Bar stock.

How many Black Rock Coffee LLC Units were involved in Viking Cake’s restructuring?

The restructuring involved 5,809,390 LLC Units of Black Rock Coffee Holdings, LLC and an equal number of Class C common shares. These units and shares are paired on a one-for-one basis and can be exchanged into Class A common stock or cash, at the issuer’s election.

Does Viking Cake’s Form 4 for BRCB show open-market share purchases or sales?

The Form 4 shows no open-market purchases or sales. Instead, it records “J” code transactions, representing other acquisitions or dispositions tied to entity-level restructuring, where interests were transferred and distributed among Viking Cake BR, LLC, Viking Cake Fuel, LLC, and certain members.

How can Viking Cake’s LLC Units and Class C shares convert into Black Rock Coffee Class A stock?

Each LLC Unit and corresponding Class C common share can be redeemed, at the holder’s election, for Class A common stock on a one-for-one basis or, at the issuer’s election, for cash equal to a volume-weighted average market price for each LLC Unit redeemed.

What happens to Black Rock Coffee Class C common stock over time?

Each share of Class C common stock automatically converts into one share of Class B common stock upon the earlier of September 15, 2035, or when specified co-founders’ Class C holdings fall below thirty-three percent of their September 15, 2025 Class C ownership levels.

Who ultimately holds the interests reported in Viking Cake’s Form 4 for BRCB?

The interests are held by Viking Cake BR, LLC and its wholly-owned subsidiary, Viking Cake Fuel, LLC. The filing notes that these entities collectively hold the LLC Units and related Class C common shares after the internal transfers and distributions described in the footnotes.

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Accepted by SEC EDGAR 03/23/2026 - 04:05 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Viking Cake BR, LLC

(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	5,809,391	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	5,809,391	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 Daniel Brand, Jeff Hernandez, Jake Spellmeyer and Bryan Pereboom (collectively, the "Co-Founders"), the date on which the aggregate number of shares of Class C Common Stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by such Co-Founder and certain of their 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.

5. Held by Viking Cake BR, LLC and its wholly-owned subsidiary, Viking Cake Fuel, LLC.

	/s/ Daniel Brand, as manager of Viking Cake BR, LLC	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.
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* Form 4: SEC 1474 (03-26)