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

Rhea-AI Filing Summary

Bryan Pereboom, a director and reported >10% owner of Black Rock Coffee Bar, Inc. (BRCB), reported several pre-IPO equity-related transactions tied to the company's initial public offering.

He was granted 2,812 RSUs on 09/11/2025 that convert one-for-one into Class A common shares and vest on the earlier of the 2026 annual meeting or one year after the IPO close. Separately, on 09/15/2025 he acquired or received 3,118,938 LLC units that correspond to 11,618,781 Class A shares on a one-for-one basis under the company's structure; those units are held indirectly through Viking Cake entities for which he has voting and investment power but disclaims beneficial ownership except to his pecuniary interest. The filings reflect standard conversion, redemption and automatic-conversion mechanics between LLC Units, Class C and Class A common stock disclosed in the footnotes.

Insights

Securities Analyst

TL;DR: Insider reported pre-IPO equity awards and large indirect holdings tied to company conversion mechanics; routine but material for ownership disclosure.

The Form 4 documents a grant of 2,812 restricted stock units and the reporting of 3,118,938 LLC units linked to 11,618,781 Class A shares held indirectly via Viking Cake entities. These entries are disclosed as occurring prior to the Issuer's SEC registration and are reported under Rule 16a-2(a), so they reflect historical pre-IPO allocations and the conversion/redemption framework rather than open-market trades. For investors, the material items are the scale of indirect economic exposure (millions of LLC units and over eleven million equivalent Class A shares) and the vesting/convertibility provisions that govern when and how those units may become Class A shares.

Corporate Governance Expert

TL;DR: Disclosure clarifies voting/investment power and conversion rights; standard governance mechanics but important for control assessment.

The filing emphasizes that LLC Units and corresponding Class C shares convert or redeem into Class A shares or cash at issuer/election points and that automatic conversion to Class B common stock can occur upon defined ownership thresholds or timeframes. The Reporting Person holds voting and investment power through affiliated LLCs but expressly disclaims beneficial ownership except for pecuniary interest, which is an important governance distinction when assessing control, dilution, and related-party considerations following the IPO.

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^*

Pereboom Bryan Douglas

(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 Bryan Pereboom	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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