BRC Inc. (BRCC) grants $125,000 equity award to director

BRC Inc. (BRCC) reported the grant of equity awards and an indemnification agreement tied to a director appointment.

Rhea-AI Filing Summary

BRC Inc. (BRCC) reported the grant of equity awards and an indemnification agreement tied to a director appointment. The company agreed to future annual equity grants to Mr. Landis with an aggregate grant‑date fair value of $125,000, which will vest in full on the first anniversary of the grant date provided he remains in service through that vesting date. The filing notes the company entered into an indemnification agreement with Mr. Landis in the same form used for other directors. The report references itemized exhibits under financial statements and exhibits.

Positive

• Retention-focused equity award of $125,000 vests in one year, supporting director continuity
• Indemnification agreement mirrors existing director protections, implying consistent governance terms

Negative

• None.

Insights

Compensation & Governance Analyst

Grant aligns director pay with continued service and follows standard indemnification practice.

The equity award of $125,000 is structured to vest in a single tranche on the first anniversary, creating a clear retention incentive tied to continued service rather than performance hurdles. That structure is common for director-level grants and keeps near-term dilution and accounting recognition predictable.

Standard-form indemnification for directors reduces personal liability risk and aligns contract language across the board; investors can view this as governance housekeeping rather than a material change. Watch for the actual grant date and the number of shares issued to assess dilution and accounting expense timing within the next 12 months.

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, or exhibit attachments filed with this report.

FAQ

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

What equity award did BRC Inc. (BRCC) grant to Mr. Landis?

BRC Inc. granted future annual equity awards to Mr. Landis with an aggregate grant‑date fair value of $125,000, vesting in full on the first anniversary of the grant date.

When do Mr. Landis's equity awards vest?

The awards vest in full on the first anniversary of the grant date, subject to continued service through that date.

Did BRC Inc. provide indemnification to Mr. Landis?

Yes, the company entered into an indemnification agreement with Mr. Landis in the same form as its other directors.

Is there any financial statement impact disclosed in the filing?

No specific financial statement figures or detailed accounting impacts are disclosed beyond the grant‑date fair value of $125,000.

Does the filing include exhibits or additional documents?

The filing references financial statements and exhibits under the exhibits section, but no specific exhibit content is detailed in the provided text.

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

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Accepted by SEC EDGAR 09/17/2025 - 08:27 AM Learn about SEC filing dates

FALSE000189110100018911012025-09-152025-09-1500018911012025-08-042025-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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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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 17, 2025

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

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