BRC Inc. (NYSE: BRCC) adds Melvin Landis to board, updates XBRL

Rhea-AI Filing Summary

BRC Inc. filed an amended report to fix technical XBRL tagging errors in certain check boxes on the cover page, without changing any prior disclosures. The company’s board also expanded from nine to ten members and appointed Melvin Landis as a Class III director, serving until the 2028 annual stockholders’ meeting.

Under the non-employee director compensation policy, Mr. Landis will receive $50,000 per year in cash fees. On September 15, 2025, he was granted a joining award of 94,340 RSUs and a first annual award of 54,924 RSUs, both settling in Class A common stock, plus eligibility for future annual RSU grants valued at $125,000. The company also entered into its standard indemnification agreement with him.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

TRUE000189110100018911012025-09-152025-09-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2025

BRC Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41275

87-3277812

(State or Other Jurisdiction of  Incorporation)

(Commission File Number)

(IRS Employer  Identification No.)

1144 S. 500 W

Salt Lake City, UT 84101

(Address of principal executive offices, including Zip Code)

(801) 874-1189

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading  Symbols			Name of each exchange  on which registered
Class A Common Stock, $0.0001 par value			BRCC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

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EXPLANATORY NOTE

The sole purpose of this Form 8-K/A (this “Amendment”) is to correct inadvertent errors in the XBRL tagging to each of the boxes on the cover page under the caption “Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:” in the original filing. No other changes have been made, and this Amendment does not modify or update in any way the disclosures previously made in the original Form 8-K filed on September 17, 2025.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On September 15, 2025, the Board of Directors (the “Board”) of BRC Inc. (the “Company”) increased the size of the Board from nine to ten members and appointed Melvin Landis to fill the vacancy created by such increase in the size of the Board. Mr. Landis will serve on the Board as a Class III director until the Company’s 2028 annual meeting of stockholders.

The Board decided upon Mr. Landis’s appointment after receiving the nomination and recommendation from the Nominating and Corporate Governance Committee of the Board. There are no arrangements or understandings between Mr. Landis and any other person pursuant to which Mr. Landis was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Landis has a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Landis’s membership on any committee of the Board has not been determined at this time.

In accordance with the Company’s non-employee director compensation policy that took effect in August 2021, as a non-employee director of the Company, Mr. Landis is initially entitled to receive cash compensation in the amount of $50,000 per year for his service on the Board.

On September 15, 2025, in connection with his appointment to the Board, Mr. Landis was granted a restricted stock unit (“RSU”) award under the Company’s 2022 Omnibus Incentive Plan (the “Incentive Plan”) consisting of a joining grant of 94,340 RSUs settleable for shares of the Company's Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), which represents a grant date fair value of $150,000 divided by the closing price of the Company's Class A Common Stock on the New York Stock Exchange (“NYSE”) on September 15, 2025, vesting over three years, and a first annual grant of 54,924 RSUs settleable for shares of the Company’s Class A Common Stock, which represents a grant date fair value of $87,329 divided by the closing price of Class A Common Stock on NYSE on September 15, 2025, vesting after one year.

Mr. Landis is also eligible for future annual grants with an aggregate grant date fair value of $125,000, rounded down to the nearest whole share, which shall vest in full on the first anniversary of the date of grant, subject to his continued service with the Company through the vesting date.

The Company also entered into an indemnification agreement with Mr. Landis in the same form as its standard form of indemnification agreement with its other directors.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibits						Description
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 19, 2025

BRC INC.
By:			/s/ Andrew McCormick
Name:			Andrew McCormick
Title:			General Counsel and Corporate Secretary

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FAQ

What does BRC Inc. (BRCC) change in this amended 8-K/A filing?

The amended filing corrects inadvertent XBRL tagging errors in certain cover-page check boxes. It does not alter any underlying disclosures or substantive information from the original report filed on September 17, 2025.

Who is the new director appointed to BRC Inc. (BRCC)’s board?

BRC Inc. appointed Melvin Landis to its board as a Class III director. He fills a new seat created when the board size increased from nine to ten members and will serve until the company’s 2028 annual meeting of stockholders.

What compensation will BRC Inc. (BRCC) pay to director Melvin Landis?

Under BRC Inc.’s non-employee director policy, Melvin Landis will receive $50,000 per year in cash fees. He is also eligible for equity-based restricted stock unit awards granted under the company’s 2022 Omnibus Incentive Plan for his board service.

What RSU awards did BRC Inc. (BRCC) grant to Melvin Landis?

On September 15, 2025, BRC Inc. granted Melvin Landis 94,340 RSUs as a joining grant and 54,924 RSUs as his first annual grant. Both are settleable in Class A common stock and vest over specified one- and three-year schedules.

Does BRC Inc. (BRCC) disclose any related-party transactions with Melvin Landis?

The company states there are no arrangements or understandings with other persons regarding his selection and no transactions involving BRC Inc. in which Melvin Landis has a material interest that require disclosure under Item 404(a) of Regulation S-K.

How will future equity compensation work for BRC Inc. (BRCC) director Melvin Landis?

BRC Inc. notes that Melvin Landis is eligible for future annual RSU grants with an aggregate grant date fair value of $125,000. These future grants would vest in full on the first anniversary of the grant date, subject to his continued board service.