BRC Inc. (BRCC) officer has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

BRC Inc. principal accounting officer Robert Henry reported a disposition of 2,179 shares of Class A common stock on a tax-related basis. The shares were withheld by the company at $0.62 per share to cover his tax obligations upon restricted stock unit vesting, leaving him with 177,240 shares directly owned afterward.

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

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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^*

Lee Robert Henry

(Last) (First) (Middle)

C/O BRC INC.

3131 W. 2210 S. SUITE C

(Street)

WEST VALLEY CITY UT 84119

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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

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

X	Form filed by One Reporting Person
	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	02/23/2026		F		2,179(1)	D	$0.62	177,240	D

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

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.

Remarks:

	/s/ Andrew J. McCormick, as attorney-in-fact	02/24/2026
	** 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).
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FAQ

What insider transaction did BRC Inc. (BRCC) report for Robert Henry?

BRC Inc. reported that principal accounting officer Robert Henry had 2,179 Class A shares withheld to cover taxes on restricted stock unit vesting. This tax-withholding disposition was recorded at $0.62 per share and is not an open-market stock sale.

Was the BRCC insider Form 4 a stock sale by Robert Henry?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. BRC Inc. withheld 2,179 shares from Robert Henry to satisfy his tax obligations related to vesting restricted stock units rather than him actively selling shares in the market.

How many BRCC shares were involved in Robert Henry’s tax withholding?

The filing reports 2,179 shares of BRC Inc. Class A common stock were withheld to cover taxes on restricted stock unit vesting. The withholding price was $0.62 per share, and the transaction was coded as a tax-liability payment using shares.

How many BRCC shares does Robert Henry hold after this Form 4 transaction?

After the tax-withholding disposition, Robert Henry directly holds 177,240 shares of BRC Inc. Class A common stock. The reported transaction reduced his share count only by the 2,179 shares withheld to satisfy tax obligations associated with restricted stock unit vesting.

What does transaction code F mean in the BRCC Form 4 filing?

Transaction code F indicates shares were used to pay the exercise price or tax liability. In this BRCC Form 4, 2,179 shares were withheld by the issuer to settle Robert Henry’s tax obligations tied to restricted stock unit vesting instead of a cash payment.