[8-K] BRC Inc. Reports Material Event

Rhea-AI Filing Summary

BRC (Black Rifle Coffee Company) has announced the elimination of its Chief Technology and Operations Officer position, with the current officer Christopher Clark departing effective July 4, 2025. This organizational restructuring represents a significant change in the company's executive leadership structure.

Key severance terms for Mr. Clark include:

• 12 months of base salary continuation (contingent on non-employment elsewhere)
• 12 months of COBRA premium payments for health coverage
• Accelerated vesting of 100,000 restricted stock units

The filing indicates BRC is an emerging growth company listed on the NYSE. The decision suggests a potential strategic shift in the company's technological and operational management approach. The elimination of this C-suite position rather than a replacement hiring could signal organizational streamlining or restructuring initiatives.

Positive

• None.

Negative

• Chief Technology and Operations Officer position eliminated and incumbent Christopher Clark departing, indicating potential organizational restructuring
• Company will incur additional costs through 12-month severance package and accelerated vesting of 100,000 restricted stock units

false000189110100018911012025-06-232025-06-23

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): June 23, 2025

BRC Inc.

(Exact name of registrant as specified in its 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 (see General Instruction A.2. below):

☐ 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 Symbol(s)		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.

Elimination of Position of Chief Technology and Operations Officer

On June 23, 2025, BRC Inc. (the “Company”) eliminated the position of Chief Technology and Operations Officer, effective upon the departure of the current Chief Technology and Operations Officer, Christopher Clark, from the Company. His last day of employment with the Company will be July 4, 2025 (the “Separation Date”). Following the Separation Date, Mr. Clark plans to pursue other opportunities.

Mr. Clark will be entitled to receive severance payments pursuant to the terms of the Executive Severance and Restrictive Covenant Agreement that he previously entered into with the Company, which provides for, among other things:  (i) payments equal to twelve (12) months of his base cash salary from the Separation Date; and (ii) payment of the COBRA premiums for continued health coverage for a period of twelve (12) months. Further, the Company is accelerating the vesting of certain restricted stock unit grants, in a gross amount of one hundred thousand restricted stock units as of the Separation Date. Mr. Clark’s aforementioned salary continuation shall cease immediately upon Mr. Clark’s commencement of new employment.

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: June 25, 2025	BRC INC.
	By:	/s/ Andrew McCormick
		Andrew McCormick
		General Counsel and Corporate Secretary

FAQ

Why did BRCC's Chief Technology and Operations Officer leave in June 2025?

According to the 8-K filing, BRC Inc. (BRCC) eliminated the position of Chief Technology and Operations Officer, leading to Christopher Clark's departure effective July 4, 2025. The filing indicates that Mr. Clark plans to pursue other opportunities following his separation from the company.

What severance package did BRCC offer to Christopher Clark?

BRCC's severance package for Christopher Clark includes: 1) 12 months of base cash salary payments, 2) COBRA premium payments for health coverage for 12 months, and 3) accelerated vesting of 100,000 restricted stock units. The salary continuation will cease if Mr. Clark begins new employment.

When did BRCC announce the elimination of the Chief Technology and Operations Officer position?

BRCC announced the elimination of the Chief Technology and Operations Officer position on June 23, 2025, as disclosed in their 8-K filing dated June 28, 2025.

What is Christopher Clark's last day at BRCC?

According to the 8-K filing, Christopher Clark's last day of employment with BRCC (his Separation Date) will be July 4, 2025.

How many restricted stock units will vest early as part of BRCC's severance agreement with Christopher Clark?

As part of the severance agreement, BRCC is accelerating the vesting of 100,000 restricted stock units as of Christopher Clark's Separation Date (July 4, 2025).