Black Rock Coffee Bar (BRCB) ownership reshaped in Schedule 13D/A

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. received an updated Schedule 13D/A reflecting significant changes in large shareholder positions. Viking Cake BR, LLC and its subsidiary Viking Cake Fuel, LLC report beneficial ownership of 5,809,391 LLC Units and corresponding Class C shares, representing 24.9 % of Class A Common Stock on an as-converted basis. Daniel Brand is reported as beneficially owning 11,587,473 LLC Units through various entities and trusts, equal to 39.9 % of the Class A shares on an as-converted basis. On March 20, 2026, Viking Cake Fuel transferred 5,809,390 LLC Units and matching Class C shares to Viking Cake BR, which then distributed the same amount to certain members, causing Jake Spellmeyer and Bryan Pereboom to fall below five percent ownership. On March 23, 2026, Viking Cake Fuel amended its margin loan so Aureata Fuel, LLC and Vahalda Fuel, LLC each assumed a pro rata share of the loan obligations.

Insights

Equity ownership and governance analyst

Filing details a redistribution of major stakes among related holders.

The disclosure centers on how large blocks of Black Rock Coffee Bar equity are held through LLC Units and Class C shares that can convert into Class A Common Stock. Daniel Brand’s reported 11,587,473 units reflect a sizeable 39.9 % as-converted stake.

Viking Cake BR, LLC and Viking Cake Fuel, LLC together account for 5,809,391 units, or 24.9 % of the Class A on an as-converted basis. Internal transfers on March 20, 2026 shifted these interests and removed Jake Spellmeyer and Bryan Pereboom from the group of five‑percent beneficial owners.

The margin loan amendment on March 23, 2026 moves borrowing obligations to Aureata Fuel, LLC and Vahalda Fuel, LLC. Actual future impact will depend on how these holders use their redemption and exchange rights and any subsequent ownership changes disclosed in later filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

03/20/2026

(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 5,809,391.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,809,391.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,809,391.00

12

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

13

Percent of class represented by amount in Row (11)

24.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Amount in rows 7 and 9 consists of 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 Viking Cake Fuel, LLC, which is a wholly owned subsidiary of Viking Cake BR, LLC. 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 23,287,843 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 5,809,391 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).

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 5,809,391.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,809,391.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,809,391.00

12

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

13

Percent of class represented by amount in Row (11)

24.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Amount in rows 7 and 9 consists of LLC Units of Black Rock OpCo and an equal number of shares of Class C Common Stock of the Issuer held by Viking Cake Fuel, LLC. 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 23,287,843 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 5,809,391 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).

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 11,587,473.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,587,473.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,587,473.00

12

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

13

Percent of class represented by amount in Row (11)

39.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Amount in rows 7 and 9 consists of (a) 2,767,111 LLC Units held by the Jeffrey R. Hernandez 2021 Trust, (b) 3,010,971 LLC Units held by the Tiffany S. Hernandez 2021 Trust (together with the Jeffrey R. Hernandez 2021 Trust, the "Hernandez Irrevocable Trusts"), and (c) 5,809,391 LLC Units held by Viking Cake Fuel, LLC, which is a wholly owned subsidiary of Viking Cake BR, LLC (collectively, "Viking Cake"). Mr. Brand serves as the investment advisor for the Hernandez Irrevocable Trusts. As investment advisor, Mr. Brand may be deemed to hold voting and investment power with respect to the shares held by the Hernandez Irrevocable Trusts. Mr. Brand disclaims beneficial ownership of the shares held by the Hernandez Irrevocable Trusts and Viking Cake except to the extent of his pecuniary interest therein. On February 25, 2026, Mr. Brand was removed as the investment advisor for the Jacob V. Spellmeyer 2021 Trust, the Juliet A. Spellmeyer 2021 Trust and the Nicole R. Pereboom 2021 Trust. On February 26, 2026, Mr. Brand was removed as the investment advisor for the Bryan D. Pereboom 2021 Trust. As a result of the removal, Mr. Brand no longer holds voting or investment power with respect to the shares held by the Jacob V. Spellmeyer 2021 Trust, the Juliet A. Spellmeyer 2021 Trust, the Nicole R. Pereboom 2021 Trust or the Bryan D. Pereboom 2021 Trust. 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 29,065,925 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 11,587,473 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).

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 5,809,391.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,809,391.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,809,391.00

12

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

13

Percent of class represented by amount in Row (11)

24.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Amount in rows 7 and 9 consists of LLC Units of Black Rock OpCo and an equal number of shares of Class C Common Stock of the Issuer held by Viking Cake BR, LLC. Viking Cake BR, LLC's managers are Jeffrey Hernandez and Daniel Brand. As a result, Messrs. Hernandez and Brand may be deemed to hold voting and investment power with respect to the shares held by Viking Cake BR, LLC. 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. Mr. Hernandez disclaims beneficial ownership of the shares held by Viking Cake BR, LLC except to the extent of his pecuniary interest therein. 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 23,287,843 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 5,809,391 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Bryan Pereboom

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 29,046.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,046.00

11

Aggregate amount beneficially owned by each reporting person

29,046.00

12

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

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Amount in rows 7 and 9 consists of LLC Units of Black Rock OpCo and an equal number of shares of Class C Common Stock of the Issuer held by Mr. Pereboom's spouse, as an equity owner of Aureata Fuel, LLC. As a result, Mr. Pereboom may be deemed to hold voting and investment power with respect to the shares held by his spouse. 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. Mr. Pereboom disclaims beneficial ownership of the shares beneficially owned by his spouse except to the extent of his pecuniary interest therein. 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 17,507,498 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 29,046 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Jacob Spellmeyer

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

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. 2 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 (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 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On March 20, 2026: (1) Viking Cake Fuel, LLC 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. (2) Viking Cake BR, LLC distributed a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units in a concurrent cancellation of all of the units of membership interest in Viking Cake BR, LLC of certain of its members. As a result of the distribution, Jake Spellmeyer and Bryan Pereboom are no longer beneficial owners of more than five percent of the Class A Common Stock. On March 23, 2026: (1) Viking Cake Fuel, LLC entered into an amendment to the Margin Loan whereby Aureata Fuel, LLC and Vahalda Fuel, LLC, as new borrowers, each assumed its pro rata share of the loan obligations.
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 March 20, 2026, Jake Spellmeyer and Bryan Pereboom 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: 9. Distribution Agreement, dated March 20, 2026, by and among Juliet A. Spellmeyer Revocable Trust, Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Nicole Pereboom, Bryan D. Pereboom 2021 Trust and Nicole R. Pereboom 2021 Trust, and Viking Cake BR, LLC. 10. *Assignment, Assumption and Omnibus Amendment to Margin Loan Documentation, dated as of March 23, 2026, by and among Viking Cake Fuel, LLC, as existing borrower, Viking Cake Fuel II, LLC, as existing pledgor, Aureata Fuel, LLC, as new borrower, Vahalda Fuel, LLC, as new borrower, and JPMorgan Chase Bank, N.A., as lender and administrative agent. * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Persons agree to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.

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:	03/24/2026

Viking Cake Fuel, LLC

Signature:	/s/ Jeffrey Hernandez
Name/Title:	Jeffrey Hernandez, Manager of Viking Cake BR, LLC, its Member
Date:	03/24/2026

Daniel Brand

Signature:	/s/ Daniel Brand
Name/Title:	Daniel Brand
Date:	03/24/2026

Jeffrey Hernandez

Signature:	/s/ Jeffrey Hernandez
Name/Title:	Jeffrey Hernandez
Date:	03/24/2026

Bryan Pereboom

Signature:	/s/ Bryan Pereboom
Name/Title:	Bryan Pereboom
Date:	03/24/2026

Jacob Spellmeyer

Signature:	/s/ Jacob Spellmeyer
Name/Title:	Jacob Spellmeyer
Date:	03/24/2026

FAQ

What does the latest Schedule 13D/A for BRCB disclose?

The amendment discloses updated large ownership positions in Black Rock Coffee Bar. It details holdings by Viking Cake entities, Daniel Brand, and related trusts, plus internal transfers and loan amendments that changed which investors remain five‑percent beneficial owners of the Class A Common Stock.

How much of Black Rock Coffee Bar does Daniel Brand beneficially own?

Daniel Brand is reported as beneficially owning 11,587,473 LLC Units tied to Black Rock Coffee Bar. This stake equals 39.9% of the Class A Common Stock on an as-converted basis, assuming all his units convert one‑for‑one into Class A shares alongside existing outstanding stock.

What ownership changes occurred on March 20, 2026 for BRCB?

On March 20, 2026, Viking Cake Fuel, LLC transferred 5,809,390 LLC Units and matching Class C shares to Viking Cake BR, LLC, which then distributed them to certain members. After this distribution, Jake Spellmeyer and Bryan Pereboom no longer beneficially owned more than five percent of the Class A stock.

How did the margin loan related to Black Rock Coffee Bar change on March 23, 2026?

On March 23, 2026, Viking Cake Fuel, LLC entered an amendment to its margin loan. Aureata Fuel, LLC and Vahalda Fuel, LLC became new borrowers and each assumed its pro rata share of the outstanding loan obligations with JPMorgan Chase Bank, N.A. as lender and administrative agent.

What is the reported stake of Viking Cake entities in BRCB?

Viking Cake BR, LLC and Viking Cake Fuel, LLC report beneficial ownership of 5,809,391 LLC Units and an equal number of Class C shares. This position corresponds to 24.9% of Black Rock Coffee Bar’s Class A Common Stock on an as-converted basis, assuming full one‑for‑one conversion of those units.

How do LLC Units and Class C shares relate to Class A stock of BRCB?

Holders of LLC Units in Black Rock OpCo, paired with Class C shares of Black Rock Coffee Bar, can elect redemption. Each unit may be redeemed for one share of Class A Common Stock, or exchanged directly at the issuer’s election, with the corresponding Class C share cancelled upon redemption or exchange.