Viking Cake Fuel reshuffles 5.8M BRCB (BRCB) Class C shares and LLC Units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Viking Cake Fuel, LLC, a major holder of Black Rock Coffee Bar, Inc., reported an internal restructuring of its ownership interests. On March 20, 2026, it recorded two related “J” code transactions classified as other acquisitions or dispositions, each involving 5,809,390 instruments.

One entry covers LLC Units of Black Rock Coffee Holdings, LLC paired with an equal number of shares of Class C common stock, both ultimately exchangeable or redeemable on a one-for-one basis into Class A common stock or cash at the issuer’s election, as described in the footnotes. A footnote states that on this date Viking Cake Fuel, LLC transferred 5,809,390 shares of Class C common stock and an equal number of LLC Units to its parent, Viking Cake BR, LLC. The filing shows no open-market buying or selling, and total holdings reported after the transactions were 5,809,391 LLC Units and 5,809,391 shares of Class C common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Viking Cake Fuel, LLC

Role 10% Owner

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

Holdings After Transaction: LLC Units — 5,809,391 shares (Direct); Class C Common Stock — 5,809,391 shares (Direct)

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 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. On March 20, 2026, Viking Cake Fuel, LLC, which is a wholly-owned subsidiary of Viking Cake BR, 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/23/2026 - 04:05 PM

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 Fuel, 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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	D
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	D

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, Viking Cake Fuel, LLC, which is a wholly-owned subsidiary of Viking Cake BR, 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.

	/s/ Daniel Brand, as manager of Viking Cake Fuel, 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Viking Cake Fuel, LLC report for BRCB?

Viking Cake Fuel, LLC reported two “J” code transactions on 20 March 2026, each for 5,809,390 instruments. These reflect an internal transfer of Class C common stock and corresponding LLC Units to its parent, Viking Cake BR, LLC, rather than open-market trading.

How many Black Rock Coffee Bar Class C shares were transferred by Viking Cake Fuel, LLC?

The filing states that 5,809,390 shares of Class C common stock and an equal number of LLC Units were transferred. This transfer moved the interests from Viking Cake Fuel, LLC to Viking Cake BR, LLC, a wholly owned parent entity, as described in the transaction footnote.

Does the BRCB Form 4 show Viking Cake Fuel, LLC buying or selling shares in the market?

The Form 4 does not show any open-market purchases or sales. Both transactions use code “J” for other acquisition or disposition and are described as an internal transfer of Class C shares and LLC Units between related Viking Cake entities.

What rights do the LLC Units and Class C common stock of Black Rock Coffee Bar carry?

Each LLC Unit and corresponding Class C common share can be redeemed for Class A common stock on a one-for-one basis or, at the issuer’s election, for cash. Upon such redemption or exchange of LLC Units, the related Class C common shares are cancelled, according to the footnotes.

What are Viking Cake Fuel, LLC’s reported holdings after the restructuring in BRCB?

After the transactions, Viking Cake Fuel, LLC is shown as holding 5,809,391 LLC Units and 5,809,391 shares of Class C common stock. These figures reflect the position following the internal transfer recorded on March 20, 2026, in the Form 4 filing.

How can Black Rock Coffee Bar Class C common stock convert in the future?

Each Class C share is convertible one-for-one into Class A common stock at the holder’s election, with the issuer able to settle in cash instead. Additionally, each outstanding Class C share will automatically convert into Class B common stock upon specific future ownership and date conditions.