Morgan Stanley details Black Rock Coffee Bar (BRCB) stake and 3.6% fully diluted holding

Rhea-AI Filing Summary

Morgan Stanley and Morgan Stanley Investment Management Inc. report beneficial ownership of Class A common stock of Black Rock Coffee Bar, Inc. Morgan Stanley reports 1,822,533 shares, representing 8.2% of the class under SEC beneficial ownership rules, with no sole voting or dispositive power and shared power over most shares.

Morgan Stanley Investment Management Inc. reports 1,783,859 shares, or 8.0%, all with shared voting and dispositive power. The firms explain that on a fully diluted basis, assuming conversion of all LLC Units and related Class B and Class C shares, their beneficial ownership falls to 3.6%, so the filing is made on a voluntary basis.

Key Figures

Morgan Stanley shares beneficially owned: 1,822,533 shares Morgan Stanley percent of class: 8.2% MS Investment Management shares owned: 1,783,859 shares +4 more

7 metrics

Morgan Stanley shares beneficially owned 1,822,533 shares Class A common stock beneficially owned under SEC rules

Morgan Stanley percent of class 8.2% Percent of Class A common stock under SEC beneficial ownership rules

MS Investment Management shares owned 1,783,859 shares Class A common stock beneficially owned by Morgan Stanley Investment Management Inc.

MS Investment Management percent of class 8.0% Percent of Class A common stock held by Morgan Stanley Investment Management Inc.

Fully diluted ownership percentage 3.6% Beneficial ownership assuming conversion of all LLC Units and related shares

Shares outstanding 22,207,657 shares Class A common stock outstanding as of June 30, 2026

Shares issuable upon LLC Unit conversion 27,865,022 shares Class A shares issuable upon conversion of LLC Units and cancellation of Class B and C

Key Terms

beneficial ownership, dispositive power, fully diluted basis, parent holding company, +1 more

5 terms

beneficial ownership regulatory

"Such reported percent of Class A Common Stock is calculated in accordance with the SEC's rules for calculating "beneficial ownership,""

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power regulatory

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 1,821,203.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

fully diluted basis financial

"a more accurate determination ... would be to calculate the percent of class on a fully diluted basis"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

parent holding company regulatory

"If a parent holding company has filed this schedule, pursuant to (ii)(G), so indicate under Item 3(g)"

investment adviser financial

"Morgan Stanley Investment Management Inc. ... 12 IA,"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

What ownership stake in BRCB does Morgan Stanley report in this Schedule 13G/A?

Morgan Stanley reports 1,822,533 shares of Black Rock Coffee Bar Class A common stock, representing 8.2% of the class under SEC beneficial ownership rules, with all voting and dispositive power held on a shared basis.

How much of BRCB stock does Morgan Stanley Investment Management Inc. beneficially own?

Morgan Stanley Investment Management Inc. reports beneficial ownership of 1,783,859 shares of Black Rock Coffee Bar Class A common stock, representing 8.0% of the class, all with shared voting and dispositive power and no sole authority over the shares.

What is Morgan Stanley’s fully diluted ownership percentage in BRCB?

On a fully diluted basis, assuming conversion of all LLC Units and related Class B and C shares, the reporting persons state their beneficial ownership of Black Rock Coffee Bar is 3.6%, and they note the Schedule 13G/A is therefore filed on a voluntary basis.

How many BRCB shares are used to calculate the fully diluted ownership percentage?

The fully diluted percent of class is calculated using 22,207,657 shares of Class A common stock outstanding as of June 30, 2026, plus 27,865,022 Class A shares issuable upon conversion of LLC Units and cancellation of all outstanding Class B and Class C common stock.

What type of investors are the Morgan Stanley entities reporting BRCB ownership?

Morgan Stanley is classified as HC (a parent holding company), and Morgan Stanley Investment Management Inc. is classified as IA (an investment adviser), reflecting their roles as institutional investors in Black Rock Coffee Bar’s Class A common stock.

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Available on EDGAR 08/14/2026 - 04:33 PM Accepted by SEC EDGAR 08/14/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 092244102

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,820,199.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,821,203.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,822,533.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.2 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: Regarding the percent of class, see Item 4(b).

SCHEDULE 13G

CUSIP Number(s): 092244102

1

Names of Reporting Persons

Morgan Stanley Investment Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,783,859.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,783,859.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,783,859.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.0 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Black Rock Coffee Bar, Inc.
(b)	Address of issuer's principal executive offices: 9170 E. BAHLA DRIVE, SUITE 101, SCOTTSDALE, AZ, 85260
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Investment Management Inc.
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Class A Common Stock
(e)	CUSIP No.: 092244102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s) to Item 11 on the attached cover page(s). Such reported percent of Class A Common Stock is calculated in accordance with the SEC's rules for calculating "beneficial ownership," which requires the Reporting Persons to disregard the conversion of membership units of Black Rock Coffee Holdings, LLC ("LLC Units") (and the equivalent number of shares of Class B Common Stock and Class C Common Stock) that are not held by the Reporting Persons. Notwithstanding the foregoing, because the Class B Common Stock and Class C Common Stock vote together with the Class A Common Stock, a more accurate determination of the Reporting Persons' economic interest and voting/dispositive control of shares of Class A Common Stock would be to calculate the percent of class on a fully diluted basis (i.e., assume conversion of all LLC Units and corresponding cancellation of shares of Class B Common Stock and Class C Common Stock). Pursuant to such calculation, the Reporting Persons' beneficial ownership percentage is 3.6%, and, accordingly, the filing of this Statement is made on a voluntary basis. In this regard, the percent of class is calculated based upon 22,207,657 shares of Class A Common Stock outstanding as of June 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 12, 2026, as increased by 27,865,022 shares of Class A Common Stock issuable upon the conversion of an equivalent number of membership units of LLC Units (and the cancellation of all outstanding shares of Class B Common Stock and Class C Common Stock).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/14/2026

Morgan Stanley Investment Management Inc.

Signature:	Deidre A. Downes
Name/Title:	Authorized Signatory, Morgan Stanley Investment Management Inc.
Date:	08/14/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).