Black Rock Coffee (BRCB) affiliate entities restructure 5,809,390 LLC units and Class C shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. insider Daniel Jordan Brand reported an internal restructuring of indirect holdings in LLC Units and matching shares of Class C common stock linked to Black Rock Coffee Holdings, LLC. On March 20, 2026, Viking Cake Fuel, LLC transferred 5,809,390 shares of Class C common stock and an equal number of LLC Units 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 Class C share is exchangeable into Class A common stock on a one-for-one basis or, at the issuer’s election, for cash, and the Class C share is cancelled upon redemption. Class C shares also automatically convert into Class B common stock on the earlier of September 15, 2035 or when the holder’s Class C stake falls below a specified threshold. The positions are held through Viking Cake and Viking Cake Fuel, over which Brand has voting and investment power, while he disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brand Daniel Jordan

Role Director, 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 (Indirect, See footnote); Class C Common Stock — 5,809,391 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. On March 20, 2026, (a) Viking Cake Fuel, LLC ("Viking Cake Fuel") 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. Held by Viking Cake and its wholly-owned subsidiary, Viking Cake Fuel, 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Brand Daniel Jordan

(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)

X	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	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 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.

4. On March 20, 2026, (a) Viking Cake Fuel, LLC ("Viking Cake Fuel") 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 and its wholly-owned subsidiary, Viking Cake Fuel, 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.

	/s/ Daniel Brand	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 did the BRCB Form 4 filed by Daniel Jordan Brand report?

The Form 4 reports an internal restructuring of indirect holdings. Viking Cake Fuel, LLC moved 5,809,390 shares of Class C common stock and an equal number of LLC Units to Viking Cake BR, LLC, which then distributed them to certain members. No open-market buying or selling was reported.

What are Black Rock Coffee Bar LLC Units and Class C common stock?

Each LLC Unit represents a membership interest paired with one Class C share. Holders can have these LLC Units redeemed for Class A common stock on a one-for-one basis or, at the issuer’s election, for cash, and the corresponding Class C share is cancelled upon redemption.

How can Black Rock Coffee Bar Class C shares convert into Class A or Class B stock?

Class C shares are exchangeable into Class A and automatically convertible into Class B. Holders may elect a one-for-one exchange into Class A shares or, at the issuer’s election, receive cash. Each Class C share automatically converts into one Class B share by September 15, 2035 or upon reaching a defined ownership threshold.

Who actually holds the BRCB LLC Units and Class C shares in this Form 4?

The securities are held by Viking Cake BR, LLC and Viking Cake Fuel, LLC. These entities hold the LLC Units and Class C shares, with Daniel Jordan Brand having voting and investment power. He disclaims beneficial ownership except for the extent of his pecuniary interest in those holdings.

Does the BRCB Form 4 show insider buying or selling of common stock?

The filing describes “other” restructuring transactions, not open-market trades. Both entries use transaction code J, indicating other acquisitions or dispositions. The reported transfers occurred between related entities, at a reported price of 0.0000 per unit, with no net buy or sell volume disclosed.

What is the scale of the restructuring reported for Black Rock Coffee Bar (BRCB)?

The restructuring covers 5,809,390 LLC Units and the same number of Class C shares. These securities were transferred and then distributed among Viking Cake BR, LLC and its members, while the reporting person’s total indirect holdings reported after the transactions were 5,809,391 derivative securities.