[Form 4] BRC Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview
BRC Inc. (ticker BRCC) filed a Form 4 reporting insider equity activity by director Clayton M. Hutmacher. On 18 June 2025, the director acquired 87,413 Class A common shares in the form of restricted stock units (RSUs) granted under the company’s 2022 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Class A common stock for no cash consideration once vested.

Key Transaction Terms

• Type of security: Class A common stock (RSUs)
• Grant date: 18 Jun 2025
• Vest date: 28 May 2026
• Shares acquired: 87,413 (coded “A” for acquisition)
• Transaction price: $0 (equity award, not a purchase on the open market)

Post-transaction holding
Following the grant, Director Hutmacher’s direct beneficial ownership totals 143,227 Class A shares.

Context and Implications
The filing records a routine equity compensation grant rather than a market purchase or sale. Because RSUs vest over time, they can help align the director’s incentives with shareholder value creation. No disposition of shares occurred, so immediate selling pressure is not implied. Investors should note that issuance of new equity through RSUs can have a small dilutive effect, but the scale (87 k shares) appears limited based solely on the information provided.

Positive

• Increased insider ownership: Director Clayton M. Hutmacher’s direct stake rises to 143,227 Class A shares, indicating continued alignment with shareholders.
• Long-term vesting structure: RSUs vesting on 28 May 2026 incentivize the director to focus on the company’s multi-year performance.

Negative

• Potential dilution: Issuance of 87,413 new Class A shares could marginally dilute existing shareholders once the RSUs settle.

Insights

Financial Analyst

TL;DR: Routine RSU grant; increases insider holdings and marginal dilution, overall neutral-to-slightly-positive signal.

The Form 4 shows 87,413 RSUs awarded to Director Hutmacher at no cost, vesting in May 2026. No shares were sold, lifting his direct stake to 143,227 shares. The award strengthens alignment between the board and shareholders and does not suggest liquidity concerns. Because the grant is part of the 2022 Omnibus Incentive Plan, it was likely anticipated and therefore has limited market impact. Dilution from 87 k additional shares is immaterial absent total share count data, so I view the disclosure as neutral with a mild positive governance tone.

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
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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^*

Hutmacher Clayton M

(Last) (First) (Middle)

C/O BRC INC., 1144 S 500 W

(Street)

SALT LAKE CITY UT 84101

(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		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)

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	06/18/2025		A		87,413(1)	A	$0	143,227	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 an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on May 28, 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration.

	/s/ Andrew J. McCormick	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).
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FAQ

How many BRC Inc. (BRCC) shares did Director Hutmacher acquire?

He received 87,413 restricted stock units, each convertible into one Class A share.

When will the reported RSUs for BRCC vest?

All RSUs granted on 18 Jun 2025 vest on 28 May 2026.

What is the director’s total beneficial ownership after this transaction?

Following the grant, Hutmacher directly owns 143,227 Class A shares of BRC Inc.

Was any cash paid for the RSU grant reported in the Form 4?

No. The RSUs were granted for $0 consideration as equity compensation.

Does the Form 4 indicate any sale of BRCC shares?

No sales were reported; the transaction code "A" denotes an acquisition of shares.