Black Rock Coffee Bar, Inc. Schedule 13G disclosure shows Samuel W. Weatherford and Gordon Scharf report common-interest voting and dispositive power over LLC units convertible into Class A Common Stock. Mr. Weatherford is reported with 3,415,380 shares (representing 16.3% of Class A on a conversion basis) and Mr. Scharf with 2,904,695 shares (14.3%). The cover text explains these amounts derive from LLC Units held by the Pereboom Trusts and Aureata Fuel, LLC, and that holders of LLC Units may elect redemption for Class A shares on a one-for-one basis; the Weatherford and Scharf filings assume conversion into Class A to calculate percentage ownership using stated totals of 20,893,832 and 20,383,147 shares outstanding respectively.
Positive
None.
Negative
None.
Insights
Reported holdings reflect indirect ownership through LLC structures with conversion mechanics.
Both reporting persons disclose voting and dispositive power tied to LLC Units rather than direct share certificates. The filings specify that LLC Units can be redeemed for Class A Common Stock on a one-for-one basis or exchanged at the issuer's election determined by disinterested independent directors.
Key items to watch in future filings are any redemptions/conversions triggering actual stock issuance and any changes in managers or advisory relationships that alter voting power or pecuniary interest.
Percentages are calculated on a conversion-assumed outstanding base rather than current direct holdings.
The summary percentages (16.3% and 14.3%) use totals that assume conversion of the reporting persons' LLC Units into Class A shares; two different outstanding totals are shown: 20,893,832 and 20,383,147. This distinction matters when interpreting potential voting influence.
Subsequent filings may show actual conversions, which will clarify whether these theoretical percentages translate into direct share ownership.
Key Figures
Weatherford reported shares:3,415,380 sharesWeatherford percent of class:16.3%Scharf reported shares:2,904,695 shares+3 more
6 metrics
Weatherford reported shares3,415,380 sharesAmount beneficially owned reported on cover page
Weatherford percent of class16.3%Percent of Class A calculated assuming conversion of LLC Units
Scharf reported shares2,904,695 sharesAmount beneficially owned reported on cover page
Scharf percent of class14.3%Percent of Class A calculated assuming conversion of LLC Units
Conversion-assumed outstanding (Weatherford)20,893,832 sharesTotal Class A outstanding used for Weatherford percentage
Conversion-assumed outstanding (Scharf)20,383,147 sharesTotal Class A outstanding used for Scharf percentage
"234,366 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.
beneficially ownedregulatory
"Mr. Weatherford disclaims beneficial ownership of the shares held by or beneficially owned by the Pereboom Trusts"
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.
conversion one-for-onefinancial
"redeem their LLC Units for either shares of Class A Common Stock on a one-for-one basis"
Schedule 13Gregulatory
"Item 1. Name of issuer: Black Rock Coffee Bar, Inc."
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.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Black Rock Coffee Bar, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
092244102
(CUSIP Number)
02/26/2026
(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
Samuel W. Weatherford
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,415,380.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,415,380.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,415,380.00
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)
16.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Amount in rows 5 and 7 consists of (a) 234,366 membership units ("LLC Units") of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") held by the Bryan D. Pereboom 2021 Trust, (b) 305,366 LLC Units held by the Nicole R. Pereboom 2021 Trust (together with the Bryan D. Pereboom 2021 Trust, the "Pereboom Trusts") and (c) 2,875,648 LLC Units held by Aureata Fuel, LLC, of which the Pereboom Trusts are members. Mr. Weatherford serves as the investment advisor for the Pereboom Trusts. As investment advisor, Mr. Weatherford may be deemed to hold voting and investment power with respect to the shares held by or beneficially owned by the Pereboom Trusts. Mr. Weatherford disclaims beneficial ownership of the shares held by or beneficially owned by the Pereboom Trusts except to the extent of his 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 Black Rock Coffee Bar, Inc.'s (the "Issuer") 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 20,893,832 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) 3,415,380 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).
SCHEDULE 13G
CUSIP Number(s):
092244102
1
Names of Reporting Persons
Gordon Scharf
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,904,695.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,904,695.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,904,695.00
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)
14.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Amount in rows 5 and 7 consists of LLC Units of Black Rock OpCo held by Aureata Fuel, LLC. Mr. Scharf serves as the manager of Aureata Fuel, LLC. As the manager of Aureata Fuel, LLC, Mr. Scharf may be deemed to hold voting and investment power with respect to the shares held by Aureata Fuel, LLC. Mr. Scharf disclaims beneficial ownership of the shares held by Aureata Fuel, LLC except to the extent of his 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 Black Rock Coffee Bar, Inc.'s (the "Issuer") 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 20,383,147 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) 2,904,695 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Black Rock Coffee Bar, Inc.
(b)
Address of issuer's principal executive offices:
9170 E. Bahia Drive, Suite 101, Scottsdale, AZ, 85260
Item 2.
(a)
Name of person filing:
Samuel W. Weatherford and Gordon Scharf
(b)
Address or principal business office or, if none, residence:
c/o Black Rock Coffee Bar, Inc. 9170 E. Bahia Drive, Suite 101, Scottsdale, AZ 85260
(c)
Citizenship:
See Item 4 of each cover page.
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP Number(s):
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 Item 9 of each cover page.
(b)
Percent of class:
See Item 11 of each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
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.
Not Applicable
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 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.
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.
Samuel W. Weatherford
Signature:
/s/ Samuel W. Weatherford
Name/Title:
Samuel W. Weatherford
Date:
04/01/2026
Gordon Scharf
Signature:
/s/ Gordon Scharf
Name/Title:
Gordon Scharf
Date:
04/01/2026
Exhibit Information
Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
What stake does Samuel W. Weatherford report in BRCB?
Samuel W. Weatherford reports 3,415,380 shares (16.3% of Class A). Those shares reflect LLC Units held by the Pereboom Trusts and Aureata Fuel, LLC, convertible one-for-one into Class A Common Stock as described in the filing.
How many shares does Gordon Scharf report in Black Rock Coffee Bar (BRCB)?
Gordon Scharf reports 2,904,695 shares (14.3% of Class A). The amount derives from LLC Units held by Aureata Fuel, LLC, for which Mr. Scharf serves as manager and which are convertible into Class A shares on a one-for-one basis.
What outstanding share totals are used to calculate the reported percentages?
The filings use conversion-assumed totals of 20,893,832 and 20,383,147 Class A shares. Each reporting person's percentage is calculated assuming conversion of their respective LLC Units into Class A Common Stock, per the cover-page explanations.
Do Weatherford and Scharf claim direct beneficial ownership of the shares?
Both filings disclaim direct beneficial ownership except to the extent of pecuniary interest. Mr. Weatherford is the investment advisor to the Pereboom Trusts; Mr. Scharf is manager of Aureata Fuel, LLC, and each filing explains their advisory/manager roles and disclaimers.
How can LLC Units convert into Class A Common Stock for BRCB?
Holders of LLC Units may elect redemption for Class A shares on a one-for-one basis or accept an exchange at the issuer's election. The issuer's independent disinterested directors determine whether redemption or a direct exchange occurs, per the filing language.
