BRC Inc. Director Receives 133K Share Grant, Controls Over 14M Shares

Glenn W. Welling, Director and 10% owner of BRC, reported significant insider transactions and holdings on June 18, 2025.

Rhea-AI Filing Summary

Glenn W. Welling, Director and 10% owner of BRC, reported significant insider transactions and holdings on June 18, 2025. The filing details multiple ownership positions through various entities:

Key transaction details:

• Acquired 133,567 restricted stock units of Class A Common Stock at $0.00, consisting of: - 87,413 units vesting on first anniversary - 46,154 units vesting quarterly until first anniversary
• Direct ownership: 255,091 shares
• Indirect ownership through: - Engaged Capital Flagship Master Fund: 13,535,560 shares - Welling Family Trust: 506,092 shares

The filing represents joint reporting by multiple entities including Engaged Capital LLC, Engaged Capital Holdings LLC, and Engaged Capital Flagship Master Fund LP, collectively forming a group beneficially owning over 10% of BRC's outstanding Class A Common Stock.

Positive

• Director Glenn W. Welling received 133,567 restricted stock units (RSUs) as compensation, aligning management interests with shareholders through equity-based incentives

Negative

• None.

Insider Trade Summary

Grant/Award: 133,567 shares

Grant/Award 3 txns

Insider Welling Glenn W., Engaged Capital LLC, Engaged Capital Holdings, LLC, Engaged Capital Flagship Master Fund, LP

Role Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	133,567	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 255,091 shares (Direct); Class A Common Stock — 13,535,560 shares (Indirect, By: Engaged Capital Flagship Master Fund, LP); Class A Common Stock — 506,092 shares (Indirect, By: Welling Family Trust)

Footnotes (4)

1. F1. 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. F2. Represents awards of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. in the form of (i) 87,413 restricted stock units that vest on the first anniversary of the grant date and (ii) 46,154 restricted stock units that vest in equal quarterly installments until 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. F3. 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. F4. 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.

FAQ

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

How many BRCC shares did Glenn Welling acquire on June 18, 2025?

Glenn Welling acquired 133,567 restricted stock units (RSUs) of BRCC Class A Common Stock on June 18, 2025. These RSUs were granted under the 2022 Omnibus Incentive Plan, consisting of 87,413 units vesting on the first anniversary and 46,154 units vesting in quarterly installments over one year.

What is Glenn Welling's total beneficial ownership position in BRCC?

Glenn Welling's total beneficial ownership in BRCC includes: 255,091 shares held directly, 13,535,560 shares indirectly through Engaged Capital Flagship Master Fund, LP, and 506,092 shares through the Welling Family Trust, making him a 10% owner of the company.

What positions does Glenn Welling hold at BRCC as of June 2025?

According to the Form 4 filing, Glenn Welling serves as both a Director and a 10% Owner of BRCC. He is also the founder and Chief Investment Officer of Engaged Capital, which has significant holdings in the company through its Flagship Master Fund.

What is the vesting schedule for BRCC's latest RSU grant to Glenn Welling?

The RSU grant has two components: 87,413 restricted stock units that vest on the first anniversary of the grant date, and 46,154 restricted stock units that vest in equal quarterly installments until the first anniversary of the grant date. Each RSU represents one share of Class A Common Stock.

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

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Accepted by SEC EDGAR 06/23/2025 - 05:30 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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 CA 92660

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRC Inc. [ BRCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	06/18/2025		A		133,567(2)	A	$0.00	255,091	D
Class A Common Stock(1)								13,535,560	I	By: Engaged Capital Flagship Master Fund, LP(3)
Class A Common Stock(1)								506,092	I	By: 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 CA 92660

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% 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 CA 92660

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% 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 CA 92660

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% 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 CAYMAN E9 KY1-1111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% 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 awards of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. in the form of (i) 87,413 restricted stock units that vest on the first anniversary of the grant date and (ii) 46,154 restricted stock units that vest in equal quarterly installments until 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. Welling	06/23/2025
	Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/23/2025
	Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/23/2025
	Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	06/23/2025
	** Signature of Reporting Person	Date
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.