Black Rock Coffee Bar (BRCB) director-linked LLCs 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 completed a large indirect sale of interests tied to Class A shares. Viking Cake BR, LLC and its subsidiary Viking Cake Fuel, LLC, for which director Daniel Jordan Brand has voting and investment power, sold 5,809,391 LLC Units and an equal number of shares of Class C common stock, all exchangeable on a one-for-one basis into Class A common stock. The transactions, coded as open‑market or private sales, generated an aggregate purchase price of $41,698,806.43 to satisfy amounts due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A. Following the sale, the reported holdings of these securities in this filing are shown as zero, and Brand disclaims beneficial ownership in the LLC-held shares except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Large margin-loan-driven sale removes a director-linked block of exchangeable units.
The filing shows entities associated with director Daniel Jordan Brand selling 5,809,391 LLC Units and the same number of Class C common shares, all exchangeable into Class A on a one-for-one basis. This is structured as an open‑market or private sale.
A footnote states the interests were sold for $41,698,806.43, representing the notional amount, accrued interest (including payment‑in‑kind) and a make‑whole amount under a Margin Loan Agreement with JPMorgan Chase Bank, N.A.. This ties the disposition directly to margin loan obligations rather than routine portfolio rotation.
After these transactions, the filing reports zero remaining holdings of these particular securities for the indirect position, and no remaining derivative positions are listed. The overall impact on Black Rock Coffee Bar’s ownership structure depends on the company’s broader share base, which is not detailed here, but this document confirms a complete exit from this specific block.
Insider Trade Summary
2 transactions reported
Net Sell
2 txns
Insider
Brand Daniel Jordan
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
Shares sold (LLC Units): 5,809,391 units
Shares sold (Class C common): 5,809,391 shares
Total shares sold: 11,618,782 underlying shares
+5 more
8 metrics
Shares sold (LLC Units)
5,809,391 units
LLC Units of Black Rock Coffee Holdings, LLC sold on 2026-05-15
Shares sold (Class C common)
5,809,391 shares
Class C common stock indirectly held and sold on 2026-05-15
Total shares sold
11,618,782 underlying shares
Sum of LLC Units and corresponding Class C common stock
Aggregate purchase price
$41,698,806.43
Consideration for LLC Units and Class C common stock related to Margin Loan Agreement
Net buy/sell shares
-11,618,782 shares
Net selling activity in this Form 4 transaction summary
Post-transaction holdings
0 shares
Total shares following transaction for the reported securities
Automatic conversion date trigger
September 15, 2035
Each Class C share converts to Class B upon the earlier of this date or ownership threshold conditions
Ownership threshold
33%
Class C converts earlier if Brand’s and affiliates’ holdings fall below 33% of baseline holdings as of September 15, 2025
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
"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.
Class A Common Stock financial
"for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
automatic convert financial
"Each outstanding share of Class C Common Stock will automatically convert into one share"
FAQ
What insider transaction did Black Rock Coffee Bar (BRCB) report for Daniel Jordan Brand?
Entities associated with director Daniel Jordan Brand sold 5,809,391 LLC Units and an equal number of Class C common shares, all exchangeable into Class A stock. The transactions are coded as open‑market or private sales and eliminate this reported indirect position.
What securities were involved in the BRCB Form 4 transactions on May 15, 2026?
The transactions involved LLC Units of Black Rock Coffee Holdings, LLC and corresponding shares of Class C common stock of Black Rock Coffee Bar, Inc. Each unit and share is linked to one underlying share of Class A common stock on a one‑for‑one basis, subject to issuer elections.
Who actually held the Black Rock Coffee Bar LLC Units that were sold?
The LLC Units and related Class C shares were held by Viking Cake BR, LLC and its wholly owned subsidiary Viking Cake Fuel, LLC. Daniel Jordan Brand has voting and investment power over these entities but disclaims beneficial ownership beyond his pecuniary interest in their holdings.
What happened to Daniel Jordan Brand’s reported indirect holdings after the BRCB sale?
After the transactions, the Form 4 reports total shares following the transaction as zero for the affected securities. This indicates the complete disposition of that specific indirect block of LLC Units and corresponding Class C common stock in this filing.