Black Rock Coffee Bar (BRCB) holders cut 5% stakes, repay margin loan

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. shareholders updated their ownership positions in this Schedule 13D amendment. Viking Cake BR, LLC, Viking Cake Fuel, LLC, Daniel Brand and Jeffrey Hernandez now report zero beneficial ownership of Class A Common Stock and ceased to be holders of more than five percent on May 15, 2026.

Demi I. Winters, as investment advisor to two Hernandez irrevocable trusts, may be deemed to beneficially own 3,754,151 LLC Units of Black Rock Coffee Holdings, LLC and an equal number of Class C shares, representing 14.8% of Class A on an as-converted basis. A May 15, 2026 transaction transferred over 7.8 million LLC Units and Class C shares, plus certain tax receivable rights, to Cynosure Partners III, LP for $41,698,806.43, which was used to fully repay a margin loan and release pledged securities. A 10b5-1 plan covering 348,000 Class A shares was also disclosed.

Key Figures

LLC Units and Class C shares held: 3,754,151 units/shares Ownership percentage: 14.8% Viking Cake Fuel sale: 5,809,391 LLC Units +5 more

8 metrics

LLC Units and Class C shares held 3,754,151 units/shares Beneficially owned by trusts advised by Demi I. Winters

Ownership percentage 14.8% Class A Common Stock on an as-converted basis

Viking Cake Fuel sale 5,809,391 LLC Units Plus equal Class C shares sold to Cynosure Partners III, LP

Viking Cake Fuel II sale 2,023,931 LLC Units Plus equal Class C shares sold to Cynosure Partners III, LP

Aggregate purchase price $41,698,806.43 Consideration for LLC Units, Class C shares and tax receivable rights

10b5-1 plan shares 348,000 shares Class A Common Stock covered by Hernandez 2021 Trust trading plan

Class A shares outstanding 21,572,893 shares Outstanding as of May 11, 2026 before assumed conversion

Assumed Class A total for calculation 25,327,044 shares Outstanding Class A plus shares issuable upon LLC Unit conversion

Key Terms

beneficially owned, LLC Units, Tax Receivable Agreement, Margin Loan Agreement, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 3,754,151.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

LLC Units financial

"Amount in rows 7 and 9 consists of (a) 743,180 membership units ("LLC Units") of Black Rock Coffee Holdings, LLC"

LLC units are ownership stakes in a limited liability company, similar to shares in a corporation; each unit represents a portion of the company’s profits, losses and often voting power. For investors, LLC units matter because they determine how much money and control someone gets, how easily an interest can be sold, and how income is taxed and reported — think of owning slices of a pie that also decide how the pie is cut and shared.

Tax Receivable Agreement financial

"transferred to Cynosure certain rights under that certain Tax Receivable Agreement by and among the Issuer, Black Rock OpCo and the other parties thereto"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

Margin Loan Agreement financial

"due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A. (as amended, the "Margin Loan Agreement")"

10b5-1 plan financial

"entered into a 10b5-1 plan with J.P. Morgan Securities LLC, which provides for the sale of 348,000 shares"

A 10b5-1 plan is a pre-arranged strategy that allows company insiders to buy or sell their shares at predetermined times and prices, even while they are aware of confidential information. It acts like a scheduled appointment for trading, helping ensure transactions happen transparently and legally, which can reassure investors that trades are not based on insider knowledge.

Schedule 13D regulatory

"This Amendment No. 4 to the statement on (this "Amendment") amends the originally filed with the Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Black Rock Coffee Bar, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

092244102

(CUSIP Number)

c/o Viking Cake BR, LLC
18625 Macalpine Loop,
Bend, OR, 97702
503-970-3376

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/06/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Viking Cake BR, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Viking Cake Fuel, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Daniel Brand

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Jeffrey Hernandez

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Demi I. Winters

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,754,151.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,754,151.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,754,151.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Amount in rows 7 and 9 consists of (a) 743,180 membership units ("LLC Units") of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C Common Stock of Black Rock Coffee Bar, Inc. (the "Issuer") held by the Jeffrey R. Hernandez 2021 Trust and (b) 3,010,971 LLC Units and an equal number of shares of Class C Common Stock held by the Tiffany S. Hernandez 2021 Trust (together with the Jeffrey R. Hernandez 2021 Trust, the "Hernandez Irrevocable Trusts"). Ms. Winters serves as the investment advisor for the Hernandez Irrevocable Trusts. As investment advisor, Ms. Winters may be deemed to hold voting and investment power with respect to the shares held by the Hernandez Irrevocable Trusts. Ms. Winters disclaims beneficial ownership of the shares held by the Hernandez Irrevocable Trusts except to the extent of her pecuniary interest therein. Holders of LLC Units may elect to have Black Rock OpCo redeem their LLC Units for either shares of 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), 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 total outstanding shares of Class A Common Stock used in calculating the percent of class assumes the conversion of all of the Reporting Person's LLC Units into Class A Common Stock, resulting in a total of 25,327,044 shares of Class A Common Stock outstanding (which reflects the sum of (i) 21,572,893 shares of Class A Common Stock outstanding as of May 11, 2026 and (ii) 3,754,151 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).

SCHEDULE 13D

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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Viking Cake BR, LLC

Signature:	/s/ Daniel Brand
Name/Title:	Daniel Brand, Manager
Date:	05/19/2026

Viking Cake Fuel, LLC

Signature:	/s/ Jeffrey Hernandez
Name/Title:	Jeffrey Hernandez, Manager of Viking Cake BR, LLC, its Member
Date:	05/19/2026

Daniel Brand

Signature:	/s/ Daniel Brand
Name/Title:	Daniel Brand
Date:	05/19/2026

Jeffrey Hernandez

Signature:	/s/ Jeffrey Hernandez
Name/Title:	Jeffrey Hernandez
Date:	05/19/2026

Demi I. Winters

Signature:	/s/ Demi I. Winters
Name/Title:	Demi I. Winters
Date:	05/19/2026

FAQ

How much Black Rock Coffee Bar (BRCB) stock does Demi I. Winters report on this 13D/A?

Demi I. Winters may be deemed to beneficially own 3,754,151 LLC Units and an equal number of Class C shares, representing 14.8% of Class A Common Stock on an as-converted basis, through her role as investment advisor to two Hernandez irrevocable trusts.

Which Black Rock Coffee Bar (BRCB) reporting persons ceased to be 5% owners?

Viking Cake BR, LLC, Viking Cake Fuel, LLC, Daniel Brand and Jeffrey Hernandez each report zero beneficial ownership of Class A Common Stock and ceased to be beneficial owners of more than five percent of the class as of May 15, 2026, following the transactions described.

What major transaction involving Black Rock Coffee Bar (BRCB) interests occurred on May 15, 2026?

On May 15, 2026, Viking Cake Fuel, LLC and Viking Cake Fuel II, LLC sold 5,809,391 and 2,023,931 LLC Units, respectively, plus equal Class C shares and certain tax receivable rights to Cynosure Partners III, LP for $41,698,806.43, satisfying a margin loan in full.

How was the $41,698,806.43 consideration related to Black Rock Coffee Bar (BRCB) used?

The $41,698,806.43 aggregate purchase price represented amounts due under a margin loan agreement. Following the sale of LLC Units, Class C shares and tax receivable rights, the margin loan was paid off in full and the previously pledged securities were released as collateral.

What 10b5-1 trading plan connected to Black Rock Coffee Bar (BRCB) is disclosed?

In March 2026, the Jeffrey R. Hernandez 2021 Trust entered into a 10b5-1 plan with J.P. Morgan Securities LLC. The plan provides for the sale of 348,000 shares of Black Rock Coffee Bar, Inc. Class A Common Stock under a pre-arranged trading program.

How many Black Rock Coffee Bar (BRCB) Class A shares are assumed outstanding for the 14.8% ownership calculation?

The 14.8% figure assumes 25,327,044 Class A shares outstanding, consisting of 21,572,893 shares of Class A Common Stock outstanding as of May 11, 2026, plus 3,754,151 shares issuable upon conversion of the reporting person’s LLC Units into Class A stock.