| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
Black Rock Coffee Bar, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
9170 E. Bahia Drive, Suite 101, Scottsdale,
ARIZONA
, 85260. |
Item 1 Comment:
This Amendment No. 4 to the statement on Schedule 13D (this "Amendment") amends the Schedule 13D originally filed with the Securities and Exchange Commission on December 22, 2025, as amended by Amendment No. 1 filed on December 30, 2025, Amendment No. 2 filed on March 24, 2026 and Amendment No. 3 filed on April 9, 2026 (as so amended prior to the date hereof, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. |
| Item 2. | Identity and Background |
|
| (a) | Item 2 is hereby amended to add the following:
Demi I. Winters |
| (b) | c/o Black Rock Coffee Bar, Inc. 9170 E. Bahia Drive, Suite 101, Scottsdale, AZ 85260 |
| (c) | Ms. Winters is a nurse at St. Charles Medical Center, a hospital located at 2500 NE Neff Road, Bend, OR 97701. |
| (d) | During the last five years, Ms. Winters has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Ms. Winters has not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction and as a result of which Ms. Winters was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See Item 6 of Ms. Winters's cover page. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended to add the following:
In March 2026, the Jeffrey R. Hernandez 2021 Trust entered into a 10b5-1 plan with J.P. Morgan Securities LLC, which provides for the sale of 348,000 shares of Class A Common Stock.
On May 15, 2026, Viking Cake Fuel, LLC and Viking Cake Fuel II, LLC, a wholly owned subsidiary of the Jeffrey R. Hernandez 2021 Trust, entered into a Purchase and Assignment Agreement, as sellers, together with Vahalda Fuel, LLC, and Aureata Fuel, LLC, as additional sellers, Cynosure Partners III, LP ("Cynosure"), as buyer, the Issuer and Black Rock OpCo, pursuant to which (a) Viking Cake Fuel, LLC sold 5,809,391 LLC Units and an equal number of shares of Class C Common Stock to Cynosure, (b) Viking Cake Fuel II, LLC sold 2,023,931 LLC Units and an equal number of shares of Class C Common Stock to Cynosure, and (c) each of Viking Cake Fuel, LLC and Viking Cake Fuel II, LLC transferred to Cynosure certain rights under that certain Tax Receivable Agreement by and among the Issuer, Black Rock OpCo and the other parties thereto, dated as of September 11, 2025, 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 (collectively, the "Margin Loan") due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A. (as amended, the "Margin Loan Agreement"). Following this sale, the Margin Loan was paid off in full and the securities previously pledged under the Margin Loan Agreement were released as collateral. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 11 and 13 of each cover page. |
| (b) | See Items 7, 8, 9 and 10 of each cover page. |
| (c) | Except as set forth in Item 4 of this Amendment, which information is incorporated by reference into this Item 5(c), the Reporting Persons have not effected any transactions of the Class A Common Stock during the 60 days preceding the date of this report. |
| (e) | On May 15, 2026, Viking Cake BR, LLC, Viking Cake Fuel, LLC, Daniel Brand and Jeffrey Hernandez ceased to be beneficial owners of more than five percent of the Class A Common Stock. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended to add the following:
11. Purchase and Assignment Agreement, dated as of May 15, 2026, among Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Vahalda Fuel, LLC and Aureata Fuel, LLC, as sellers, Cynosure Partners III, LP, as buyer, Black Rock Coffee Bar, Inc., and Black Rock Coffee Holdings, LLC
12. Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended |
