Welcome to our dedicated page for Black Rock Coffee Bar SEC filings (Ticker: BRCB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Black Rock Coffee Bar, Inc. (Nasdaq: BRCB), an emerging growth company that operates guest-centric, drive-thru coffee bars. Through its registration statements, current reports and other filings, the company details its business model, capital structure and financial performance.
In its Form S-1 and subsequent amendments, Black Rock Coffee Bar describes its origins in 2008 in Beaverton, Oregon, its incorporation in Texas, and its use of an Up-C structure in which Black Rock Coffee Bar, Inc. is a holding company whose sole asset consists of LLC units of Black Rock Coffee Holdings, LLC (Black Rock OpCo). These filings explain the company’s three classes of common stock (Class A, Class B and Class C), the voting rights associated with each class and the absence of economic rights for Class B and Class C shares.
Filings such as Form 8-K document material events, including the completion of the initial public offering of Class A common stock on the Nasdaq Global Market under the ticker BRCB, the entry into a new credit agreement providing term loan and revolving credit facilities, and the termination of prior credit arrangements. Earnings-related 8-Ks furnish press releases and conference call transcripts that discuss quarterly results, store revenue, same store sales, store-level profit, Adjusted EBITDA and other non-GAAP measures.
On Stock Titan, these SEC documents are updated in near real time from EDGAR, and AI-powered summaries help explain key elements of lengthy filings, such as the implications of the multi-class share structure, the Tax Receivable Agreement, voting agreements and new financing arrangements. Users can quickly locate annual and quarterly reports when they become available, review current reports on material events and examine exhibits that outline credit agreements, pledges and security agreements, and governance documents like the amended and restated certificate of formation and bylaws.
For investors analyzing BRCB, the filings on this page offer detailed insight into Black Rock Coffee Bar’s organizational structure, risk factors, non-GAAP metrics and the contractual frameworks that shape its operations and capital structure.
Black Rock Coffee Bar, Inc. entered into an irrevocable proxy with four 2021 trusts that hold Class C common shares. Under this agreement, the company’s Chief Executive Officer and any company designee are authorized to vote all Class A, Class B and Class C shares held or controlled by these trusts. This voting authority covers all voting, consent and similar rights attached to the covered shares and lasts until the later of two years from March 18, 2026 or the termination of a related Voting Agreement with other investors. The arrangement centralizes voting control for this block of shares under the company’s direction, potentially strengthening management’s influence on shareholder decisions.
Black Rock Coffee Bar, Inc. has replaced its independent auditor. On March 12, 2026, the Audit Committee dismissed KPMG LLP and immediately approved the engagement of Deloitte & Touche LLP as the new independent registered public accounting firm for the year ending December 31, 2026.
KPMG’s audit reports on the 2025 and 2024 consolidated financial statements had clean opinions without adverse or qualified language. The company states there were no disagreements with KPMG and no reportable events, other than previously disclosed material weaknesses in internal control for 2024 related to segregation of duties over journal entries and the initial recognition of leases.
Black Rock Coffee Bar, Inc. Chief Marketing Officer Jessica Michele Wegener-Beyer reported a series of bona fide gifts involving both LLC Units and Class B Common Stock. On the reported date, she transferred 27,544 LLC Units and 27,544 shares of Class B Common Stock from her direct holdings, reducing her direct position in each of those securities to zero.
The same amounts were recorded as indirectly held through the Beyer Family Living Trust, which now holds 27,544 LLC Units and 27,544 shares of Class B Common Stock. The LLC Units are redeemable into Class A Common Stock on a 1‑to‑1 basis, with a corresponding number of Class B shares forfeited upon redemption, and they have no expiration date. These are non-market, zero‑price gift transfers rather than open‑market sales.
Black Rock Coffee Bar, Inc. files its annual report detailing a high-growth, drive-thru focused coffee concept that has expanded to 181 company-owned locations across seven states as of December 31, 2025. The company completed a 2025 IPO of 16.9 million Class A shares at $20.00 per share, raising approximately $314.6 million and implementing a multi-class equity structure with Class A, B, and C shares and 50.1 million LLC Units.
IPO proceeds, together with a Co-Founder contribution and new credit facilities, were used to refinance $113.2 million under a prior credit facility, pay $8.0 million of offering expenses, and fund general corporate purposes. The business emphasizes premium beverages (including proprietary Fuel energy drinks that generated about 24% of 2025 revenue), a rapidly adopted loyalty program accounting for roughly 63% of 2025 sales, and technology-enabled ordering and analytics. The company reports a history of net losses and highlights extensive risk factors around competition, store growth execution, supply chain, labor, leverage, the Tax Receivable Agreement, and control implications of its multi-class structure.
Black Rock Coffee Bar reported strong growth for the fourth quarter and full year 2025 while still posting a sizable annual loss. Fourth quarter revenue rose to $53.6 million, up 25.3% year over year, with same store sales up 9.3% and 12 new stores opened. Q4 net income was $1.6 million versus a prior-year loss, and Adjusted EBITDA increased to $6.5 million.
For 2025, revenue reached $200.3 million, up 24.5%, but net loss widened to $16.5 million even as Adjusted EBITDA rose to $27.5 million. The company ended the year with $28.4 million in cash and $26.7 million in total debt. Management expects 2026 revenue of $255–$257 million, Adjusted EBITDA of $33.5–$34.5 million, and 36 new store openings. Two directors, Bryan Pereboom and Jake Spellmeyer, resigned from the board, and the company stated their decisions were not due to disagreements over operations or policies.
Gilder Gagnon Howe & Co. LLC reported beneficial ownership of 976,304 shares of Black Rock Coffee Bar, Inc. Class A common stock, representing 5.6% of that class as of 12/31/2025. The firm reports no sole voting or dispositive power, but shared dispositive power over all 976,304 shares.
The filing states that the securities were acquired and are held in the ordinary course of business and not to change or influence control of Black Rock Coffee Bar, Inc. It also notes that one or more other persons have rights to dividends or sale proceeds, but no other person holds more than 5% of the Class A shares.
Black Rock Coffee Bar, Inc. received an updated ownership report showing that Morgan Stanley and Morgan Stanley Investment Management Inc. beneficially own 1,292,154 shares of Class A common stock, representing 7.4% of the class as of 12/31/2025.
The filing states these securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of the company. Voting and dispositive power is reported on a shared basis across the Morgan Stanley reporting units identified in the filing.
Black Rock Coffee Bar, Inc. received a Schedule 13G filing from Wellington entities reporting a passive ownership position in its common stock. As of 12/31/2025, Wellington Management Group LLP and related entities beneficially owned 943,524 shares, representing 5.4% of the outstanding common stock.
The filing shows no sole voting or dispositive power, with all voting and dispositive authority shared. The shares are owned of record by clients of various Wellington investment advisers, which are controlled through a holding-company structure headed by Wellington Management Group LLP. Wellington certifies the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Black Rock Coffee Bar.
FMR LLC has disclosed a significant ownership stake in Black Rock Coffee Bar Inc. As of 01/30/2026, FMR and related reporting person Abigail P. Johnson beneficially own 2,019,958 shares of the company’s Class A common stock, representing 11.6% of the class.
FMR holds sole voting power over 2,019,824 shares and sole dispositive power over 2,019,958 shares, with no shared voting or dispositive power. The securities are reported as being held in the ordinary course of business and not for the purpose of changing or influencing control of the company. One or more other persons may receive dividends or sale proceeds, but no such person holds more than 5% of the outstanding Class A common stock.
The Vanguard Group filed a Schedule 13G reporting a passive ownership position in Black Rock Coffee Bar Inc. As of the event date of 12/31/2025, Vanguard beneficially owned 886,463 shares of common stock, representing 5.07% of the class.
Vanguard reports no sole voting or dispositive power over the shares, with 115,765 shares subject to shared voting power and 886,463 shares subject to shared dispositive power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
The filing notes that Vanguard’s clients, including registered investment companies and other managed accounts, have rights to dividends and sale proceeds, with no other single person holding more than 5% through these interests. Vanguard also discloses an internal realignment effective January 12, 2026, after which certain subsidiaries are expected to report beneficial ownership on a disaggregated basis.