BRC Inc. (BRCC) assigns Sean Moriarty to audit and governance committees

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

BRC Inc. reports an update to its board committee structure. The company had previously expanded its Board of Directors from seven to nine members and appointed Sean Moriarty as a director. At that time, his specific committee roles had not been determined.

The Board has now appointed Mr. Moriarty to serve on the Audit Committee and to act as both a member and chair of the Nominating & Corporate Governance Committee. This amendment focuses solely on formalizing these committee assignments.

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 →

02/23/2026 - 04:51 PM

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): April 11, 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.)

3131 W. 2210 S., Suite C

West Valley City, UT 84119

(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.☐

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

Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in BRC Inc.’s (the “Company”) Current Report on Form 8-K filed on April 15, 2025 (the “Original 8-K”), on April 11, 2025, the Board of Directors (the “Board”) of the Company increased the size of the Board from seven to nine members and appointed Sean Moriarty to fill one of the vacancies created by such increase in the size of the Board.

At the time the Original Form 8-K was filed, the Board had not yet made a determination regarding Board committee assignments for Mr. Moriarty. The Company is filing this Amendment No. 1 to the Original 8-K solely to report that, on February 17, 2026, the Board appointed Mr. Moriarty to serve on the Board’s Audit Committee and as a member and chair of the Board’s Nominating & Corporate Governance Committee.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibits

Description

104

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

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: February 23, 2026


BRC INC.

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

Source: View Original Filing on SEC EDGAR

FAQ

What change to the BRC Inc. (BRCC) board is disclosed in this 8-K/A?

BRC Inc. discloses updated board committee assignments. Director Sean Moriarty has been appointed to the Audit Committee and will also serve as a member and chair of the Nominating & Corporate Governance Committee, formalizing roles not determined when he initially joined the board.

Who is Sean Moriarty in relation to BRC Inc. (BRCC)?

Sean Moriarty is a member of the BRC Inc. Board of Directors. The company previously expanded its board from seven to nine members and appointed him to one of the new seats, later assigning him to key board committees through this amendment.

Which board committees will Sean Moriarty serve on at BRC Inc. (BRCC)?

Sean Moriarty will serve on BRC Inc.’s Audit Committee and the Nominating & Corporate Governance Committee. He will be both a member and the chair of the Nominating & Corporate Governance Committee, indicating a leadership role in director nominations and governance matters.

What is the purpose of this BRC Inc. (BRCC) Form 8-K/A amendment?

The amendment’s purpose is to report Sean Moriarty’s committee assignments. When he was first appointed as a director, committee roles were undecided; this filing updates investors by specifying his positions on the Audit and Nominating & Corporate Governance Committees.

Did BRC Inc. (BRCC) change the size of its board of directors?

BRC Inc. increased the size of its Board of Directors from seven to nine members. Sean Moriarty was appointed to fill one of the new seats created by this expansion, and this amendment later clarifies his committee responsibilities within the enlarged board.

Filing Exhibits & Attachments

3 documents