Insider Filing: Hernandez Discloses 3.1M LLC Units and 2,812 RSUs at BRCB

Rhea-AI Filing Summary

Jeffrey Robert Hernandez, a director and 10% owner of Black Rock Coffee Bar, Inc. (BRCB), reported multiple securities transactions and holdings. The Form 4 discloses a prior award of 2,812 RSUs dated 09/11/2025 that convert into Class A common stock and vest by the earlier of the 2026 annual meeting or one year after the IPO closing. The filing also reports ownership of 3,118,938 LLC Units and a corresponding 11,618,781 shares of Class C common stock (convertible into Class A on a one-for-one basis). The LLC Units and Class C shares are held by Viking Cake BR, LLC and Viking Cake Fuel, LLC, for which Hernandez has voting and investment power; he disclaimers beneficial ownership except to his pecuniary interest.

Positive

• Substantial insider alignment: Reporting person holds 3,118,938 LLC Units and a related 11,618,781 Class C shares, indicating significant founder/insider stake.
• Equity tied to management incentives: Award of 2,812 RSUs vests on clear milestones (2026 annual meeting or one year post-IPO closing).

Negative

• Concentrated ownership structure: Large holdings are held through affiliated LLCs, which may limit immediate public float and reduce liquidity.
• Conversion and redemption discretion: Issuer’s independent directors have discretion over cash versus share redemption for LLC Units, introducing uncertainty in ultimate dilution timing and form.

Insights

Securities Analyst

TL;DR: Director reports substantial pre-IPO equity position via LLC units and Class C shares plus 2,812 RSUs that vest post-IPO.

The filing documents meaningful insider economic exposure: 3,118,938 LLC Units tied to 11,618,781 Class C shares, convertible to Class A on a one-for-one basis, and 2,812 RSUs awarded prior to registration and vesting upon a defined corporate milestone. Holdings are held through affiliated LLCs with voting and investment power attributed to the reporting person but with a disclaimer of beneficial ownership beyond pecuniary interest. For investors, this clarifies insider alignment and potential future share conversion or redemptions that could increase Class A float.

Corporate Governance Specialist

TL;DR: Filing shows governance-linked equity structure and insider control routed through affiliated LLCs.

The disclosure highlights the company’s multi-class equity mechanics: LLC Units paired with Class C common stock that can be redeemed or converted into Class A shares or cash at prescribed elections, and automatic conversion triggers described for Class C stock. The reporting person’s holdings are held by Viking Cake entities for which he has voting and investment power, with a formal disclaimer limiting beneficial ownership claims. This is a routine, material insider disclosure that informs ownership concentration and governance arrangements without revealing transactions involving open-market purchases or sales.

Insider Trade Summary

Net Buyer: 3,118,938 shares ($62,378,760)

Net Buy 3 txns

Insider Hernandez Jeffrey Robert

Role Director, 10% Owner

Bought 3,118,938 shs ($62.38M)

Type	Security	Shares	Price	Value
Purchase	LLC Units	3,118,938	$20.00	$62.38M
Other	Class C Common Stock	3,118,938	$0.00	--
Grant/Award	Class A Common Stock	2,812	$0.00	--

Holdings After Transaction: LLC Units — 11,618,781 shares (Indirect, See footnote); Class C Common Stock — 11,618,781 shares (Indirect, See footnote); Class A Common Stock — 2,812 shares (Direct)

Footnotes (1)

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). 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. 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. 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) 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

Hernandez Jeffrey Robert

(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 Jeffrey Hernandez	09/16/2025
	** 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.

FAQ

What did Jeffrey Robert Hernandez report on the Form 4 for BRCB?

He reported an award of 2,812 RSUs dated 09/11/2025 and beneficial interests in 3,118,938 LLC Units tied to 11,618,781 shares of Class C common stock.

When do the 2,812 RSUs reported by Hernandez vest?

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.

Can the Class C common stock convert to Class A shares?

Yes, Class C common stock is convertible at any time on a one-for-one basis into Class A common stock, subject to certain issuer election provisions described in the filing.

Who holds the LLC Units and related Class C shares disclosed in the filing?

They are held by Viking Cake BR, LLC and its wholly-owned subsidiary Viking Cake Fuel, LLC, for which Hernandez has voting and investment power; he disclaims beneficial ownership except to his pecuniary interest.

What rights do holders of LLC Units have according to the filing?

Holders may elect to have Black Rock OpCo redeem LLC Units after the IPO for either Class A common stock on a one-for-one basis or, at the issuer’s election, a corresponding amount of cash.