STOCK TITAN

BRC Inc. (BRCC) director granted 80,645 restricted stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Welling Glenn W. reported acquisition or exercise transactions in this Form 4 filing.

BRC Inc. reported that director Glenn W. Welling received an award of 80,645 restricted stock units of Class A Common Stock at no cost under the company’s 2022 Omnibus Incentive Plan. These units vest on the first anniversary of the grant date, each settling into one share.

Following this award, Welling holds 335,736 Class A shares directly. Indirect holdings include 506,092 shares in the Welling Family Trust and 13,935,560 shares owned by Engaged Capital Flagship Master Fund, LP. The reporting persons may be deemed part of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.’s outstanding Class A stock, while disclaiming beneficial ownership beyond their pecuniary interests.

Positive

  • None.

Negative

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Insider Welling Glenn W., Engaged Capital LLC, Engaged Capital Holdings, LLC, Engaged Capital Flagship Master Fund, LP
Role null | null | null | null
Type Security Shares Price Value
Grant/Award Class A Common Stock 80,645 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 335,736 shares (Direct, null); Class A Common Stock — 13,935,560 shares (Indirect, By: Engaged Capital Flagship Master Fund, LP)
Footnotes (1)
  1. This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration. Securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Securities held in the Welling Family Trust. Mr. Welling, as Trustee of the Welling Family Trust, may be deemed to beneficially own the securities held in the Welling Family Trust.
Restricted stock units granted 80,645 units Award to Glenn W. Welling at $0.0000 per share equivalent
Grant price per share $0.0000 per share Class A Common Stock award under 2022 Omnibus Incentive Plan
Direct holdings after grant 335,736 shares Class A Common Stock held directly by Glenn W. Welling
Welling Family Trust holdings 506,092 shares Class A Common Stock held indirectly via Welling Family Trust
Engaged Capital Flagship Master Fund holdings 13,935,560 shares Class A Common Stock owned directly by Engaged Capital Flagship Master Fund, LP
Group beneficial ownership threshold More than 10% Section 13(d) group’s collective beneficial ownership of Class A stock
restricted stock units financial
"Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2022 Omnibus Incentive Plan financial
"Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc."
Section 13(d) group regulatory
"may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10%"
beneficial ownership regulatory
"Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein"
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Welling Glenn W.

(Last)(First)(Middle)
C/O ENGAGED CAPITAL, LLC
610 NEWPORT CENTER DRIVE, SUITE 950

(Street)
NEWPORT BEACH CALIFORNIA 92660

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BRC Inc. [ BRCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock(1)06/01/2026A80,645(2)A$0.00335,736D
Class A Common Stock(1)13,935,560IBy: Engaged Capital Flagship Master Fund, LP(3)
Class A Common Stock(1)506,092IBy: Welling Family Trust(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Welling Glenn W.

(Last)(First)(Middle)
C/O ENGAGED CAPITAL, LLC
610 NEWPORT CENTER DRIVE, SUITE 950

(Street)
NEWPORT BEACH CALIFORNIA 92660

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Engaged Capital LLC

(Last)(First)(Middle)
610 NEWPORT CENTER DRIVE
SUITE 950

(Street)
NEWPORT BEACH CALIFORNIA 92660

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Engaged Capital Holdings, LLC

(Last)(First)(Middle)
610 NEWPORT CENTER DRIVE
SUITE 950

(Street)
NEWPORT BEACH CALIFORNIA 92660

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Engaged Capital Flagship Master Fund, LP

(Last)(First)(Middle)
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681

(Street)
GRAND CAYMANKY1-1111

(City)(State)(Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration.
3. Securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
4. Securities held in the Welling Family Trust. Mr. Welling, as Trustee of the Welling Family Trust, may be deemed to beneficially own the securities held in the Welling Family Trust.
/s/ Glenn W. Welling06/03/2026
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory06/03/2026
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory06/03/2026
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory06/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)