[8-K] BRC Inc. Reports Material Event

Rhea-AI Filing Summary

BRC Inc. furnished an update stating that it has issued a press release with preliminary estimates for its net revenue, gross margin and Adjusted EBITDA for the year ended December 31, 2025. These figures are not final and remain subject to the completion of the year-end closing process, management and board review, and work by the audit committee, so the actual results may differ materially from this guidance.

The company also notes that its independent auditors have not audited, reviewed or compiled these preliminary estimates and that the guidance is not a substitute for its upcoming Form 10-K. On January 13, 2026, BRC Inc. is presenting at the ICR Conference 2026 to outline multi-year growth opportunities in large beverage categories and its profitability goals, with the related investor presentation and press release furnished as exhibits and posted to its investor relations website.

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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): January 13, 2026

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.☐

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Item 7.01.    Regulation FD Disclosure.

On January 13, 2026, BRC Inc. (the “Company”), issued a press release announcing preliminary results for its net revenue, gross margin and Adjusted EBITDA for the year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company has not yet finalized its results for the year ended December 31, 2025. The Company’s actual results remain subject to the completion of the year-end closing process as well as a review by management and the Company’s board of directors, including the audit committee. As a result, the Company’s actual results could be different from its guidance and the differences could be material. Therefore, a reader should not place undue reliance on the guidance. The guidance has been prepared by, and is the responsibility of, the Company’s management. The Company’s independent auditors have not audited, reviewed or compiled preliminary estimates of the Company’s results for the year ended December 31, 2025. The guidance should not be considered a substitute for the information to be filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 once it becomes available.

In addition, on January 13, 2026, the Company will make a presentation at the ICR Conference 2026, which will outline the Company’s opportunities for multi-year growth across large, structurally attractive beverage categories, as well as its profitability goals. The Company has posted a copy of the presentation to its investor relations website at https://ir.blackriflecoffee.com. The information contained in, or that can be accessed through, the Company’s website is not a part of this filing. A copy of the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 furnished as part of Item 9.01 of this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibits

Description

99.1

Press Release issued by BRC Inc. on January 13, 2026

99.2

Investor Presentation of BRC Inc.

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: January 13, 2026

BRC INC.
By:			/s/ Matthew Amigh
Name:			Matthew Amigh
Title:			Chief Financial Officer

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