Cynosure Group reports 52.6% stake in Black Rock Coffee

Cynosure Group, LLC and affiliated investment entities report beneficial ownership of 21,831,316 shares of Black Rock Coffee Bar, Inc. Class A Common Stock, representing 52.6% of the class.

Rhea-AI Filing Summary

Cynosure Group, LLC and affiliated investment entities report beneficial ownership of 21,831,316 shares of Black Rock Coffee Bar, Inc. Class A Common Stock, representing 52.6% of the class. This total includes 2,035,904 outstanding Class A shares and 19,795,412 shares issuable upon conversion of an equal number of LLC Units and related Class B Common Stock on a one-for-one basis.

Cynosure Group, LLC is the manager and has shared voting and dispositive power over these holdings across multiple Cynosure funds. Individual reporting entities disclose ownership stakes ranging from 1.2% to 39.8% of the Class A Common Stock on an as-converted basis, reflecting a controlling sponsor position using a dual-class and LLC Unit structure.

Key Figures

Beneficial ownership: 21,831,316 shares Ownership percentage: 52.6% Shares outstanding: 21,692,785 shares +5 more

8 metrics

Beneficial ownership 21,831,316 shares Class A Common Stock beneficially owned by Cynosure Group and affiliates

Ownership percentage 52.6% Percent of Class A Common Stock represented by 21,831,316 shares

Shares outstanding 21,692,785 shares Class A Common Stock outstanding used as base for percentage calculations

Outstanding Class A held 2,035,904 shares Class A Common Stock directly held by Cynosure-affiliated entities

Issuable upon conversion 19,795,412 shares Class A shares issuable upon conversion of LLC Units and forfeiture of Class B

Cynosure Partners III stake 14,233,404 shares As-converted Class A beneficially owned, 39.8% of Class A

Cynosure Partners 2020 stake 3,514,041 shares As-converted Class A beneficially owned, 13.9% of Class A

Event date 05/15/2026 Date of event requiring the Schedule 13D/A amendment

Key Terms

beneficially owned, Class A Common Stock, limited liability company units, shared voting power, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 21,831,316.00"

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.

Class A Common Stock financial

"Class A Common Stock, par value $0.00001 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

limited liability company units financial

"Class A Common Stock issuable upon the conversion of an equal number of limited liability company units ("LLC Units")"

shared voting power financial

"Shared Voting Power 21,831,316.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 21,831,316.00"

Schedule 13G regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Black Rock Coffee Bar (BRCB) does Cynosure Group beneficially own?

Cynosure Group and its affiliated funds report beneficial ownership of 21,831,316 shares of Black Rock Coffee Bar Class A Common Stock, representing 52.6% of the class on an as-converted basis, giving them a controlling equity position in the company.

What makes up Cynosure Group’s 21,831,316-share stake in BRCB?

The 21,831,316-share stake includes 2,035,904 outstanding Class A shares and 19,795,412 Class A shares issuable upon converting an equal number of LLC Units and related Class B shares on a one-for-one basis into Class A Common Stock.

Which Cynosure entity holds the largest position in Black Rock Coffee Bar (BRCB)?

Cynosure Partners III, LP reports the largest position, beneficially owning 14,233,404 shares of Class A Common Stock on an as-converted basis, which represents 39.8% of the Class A Common Stock when including shares issuable upon LLC Unit and Class B conversion.

How many Black Rock Coffee Bar Class A shares are assumed outstanding in this Schedule 13D/A?

Ownership percentages are calculated assuming 21,692,785 shares of Class A Common Stock outstanding. For certain entities, this base is increased by the specific number of Class A shares issuable upon conversion of LLC Units and corresponding Class B shares they hold.

Who has voting and investment power over Cynosure’s BRCB holdings?

The Cynosure Group, LLC is described as the manager and has shared voting and dispositive power over 21,831,316 shares of Class A Common Stock held across the reporting Cynosure entities, centralizing control of these positions at the manager level.

What percentage of BRCB does Cynosure Partners 2020 Co-Investment LLC report?

Cynosure Partners 2020 Co-Investment, LLC, for Series A members, reports 660,106 shares beneficially owned, equal to 3.0% of Class A Common Stock on an as-converted basis, while its Series B members vehicle reports 1,247,093 shares, or 5.4%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 12:52 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Black Rock Coffee Bar, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

092244102

(CUSIP Number)

Emily M. Teran
c/o Cynosure Group, LLC, 111 S. Main Street, Suite 2350
Salt Lake City, UT, 84111
801-521-3100

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

05/15/2026

(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

Cynosure Group, 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

UTAH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 21,831,316.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,831,316.00

11

Aggregate amount beneficially owned by each reporting person

21,831,316.00

12

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

13

Percent of class represented by amount in Row (11)

52.6 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

The number in Rows (8), (10) and (11) consists of (a) 2,035,904 shares of Class A Common Stock, comprised of (i) 1,916,012 shares of Class A Common Stock held by Cynosure Partners III Offshore, LP and (ii) 119,892 shares of Class A Common Stock held by Cynosure Partners III, LP and (b) 19,795,412 shares of Class A Common Stock issuable upon the conversion of an equal number of limited liability company units ("LLC Units") of Black Rock Coffee Holdings, LLC, a Delaware limited liability company and subsidiary of the Issuer, on a one-for-one basis, and forfeiture of a corresponding number of shares of Class B Common Stock, comprised of (i) 3,514,041 shares of Class B Common Stock held by Cynosure Partners 2020, LP, (ii) 260,660 shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP, (iii) 660,106 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series A members), (iv) 1,247,093 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series B members), and (v) 14,113,512 shares of Class B Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A and Class B Common Stock held by the Reporting Persons. The percentage in Row (13) is calculated assuming 21,692,785 shares of Class A common stock outstanding plus 19,795,412 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by the Reporting Persons.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Cynosure Partners 2020, LP

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 3,514,041.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,514,041.00

11

Aggregate amount beneficially owned by each reporting person

3,514,041.00

12

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

13

Percent of class represented by amount in Row (11)

13.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percentage in Row (13) is calculated assuming 21,692,785 shares of Class A Common Stock outstanding plus 3,514,041 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020, LP.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Cynosure Partners 2020 PV, LP

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 260,660.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 260,660.00

11

Aggregate amount beneficially owned by each reporting person

260,660.00

12

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

13

Percent of class represented by amount in Row (11)

1.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percentage in Row (13) is calculated assuming 21,692,785 shares of Class A Common Stock outstanding plus 260,660 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Cynosure Partners 2020 Co-investment, LLC (for and on behalf of Series A members)

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 660,106.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 660,106.00

11

Aggregate amount beneficially owned by each reporting person

660,106.00

12

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

13

Percent of class represented by amount in Row (11)

3.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in Row (13) is calculated assuming 21,692,785 shares of Class A Common Stock outstanding plus 660,106 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC for and on behalf of Series A members.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series B members)

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 1,247,093.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,247,093.00

11

Aggregate amount beneficially owned by each reporting person

1,247,093.00

12

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

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage in Row (13) is calculated assuming 21,692,785 shares of Class A Common Stock outstanding plus 1,247,093 shares of Class A common stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC for and on behalf of Series B members.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Cynosure Partners III, LP

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 14,233,404.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,233,404.00

11

Aggregate amount beneficially owned by each reporting person

14,233,404.00

12

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

13

Percent of class represented by amount in Row (11)

39.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percentage in Row (13) is calculated assuming 21,692,785 shares of Class A Common Stock outstanding plus 14,113,512 shares of Class A Common Stock issuable in respect of an equivalent number of LLC Units and shares of Class B Common Stock held by Cynosure Partners III, LP.

SCHEDULE 13D

CUSIP Number(s): 092244102

1

Name of reporting person

Cynosure Partners III Offshore, LP

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,916,012.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,916,012.00

11

Aggregate amount beneficially owned by each reporting person

1,916,012.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percentage in Row (13) is calculated assuming 21,692,785 shares of Class A Common Stock outstanding.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.00001 per share
(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: Explanatory Note: This Amendment to the Schedule 13D amends the initial Schedule 13D filed with the Securities and Exchange Commission on May 21, 2026 (the "Initial Filing") to correct a calculation error and add conformed signatures to the Joint Filing Agreement previously filed as an exhibit to the Initial Filing. No other content of the Initial Filing has been changed.

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.

Cynosure Group, LLC

Signature:	/s/ Andrew Braithwaite
Name/Title:	Authorized Signatory
Date:	05/22/2026

Cynosure Partners 2020, LP

Signature:	/s/ Andrew Braithwaite
Name/Title:	Authorized Signatory
Date:	05/22/2026

Cynosure Partners 2020 PV, LP

Signature:	/s/ Andrew Braithwaite
Name/Title:	Authorized Signatory
Date:	05/22/2026

Cynosure Partners 2020 Co-investment, LLC (for and on behalf of Series A members)

Signature:	/s/ Andrew Braithwaite
Name/Title:	Authorized Signatory
Date:	05/22/2026

Cynosure Partners 2020 Co-Investment, LLC (for and on behalf of Series B members)

Signature:	/s/ Andrew Braithwaite
Name/Title:	Authorized Signatory
Date:	05/22/2026

Cynosure Partners III, LP

Signature:	/s/ Andrew Braithwaite
Name/Title:	Authorized Signatory
Date:	05/22/2026

Cynosure Partners III Offshore, LP

Signature:	/s/ Andrew Braithwaite
Name/Title:	Authorized Signatory
Date:	05/22/2026