BRC Inc. (BRCC) officer withholds 3,925 shares to cover RSU tax

Rhea-AI Filing Summary

BRC Inc. principal accounting officer Robert Henry reported a tax-related share disposition. On this Form 4, 3,925 shares of Class A Common Stock were withheld by the company at $0.7844 per share to cover his tax obligations upon restricted stock unit vesting. After this withholding, he directly holds 230,016 shares.

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)
03/06/2026

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	03/06/2026		F		3,925(1)	D	$0.7844	230,016	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	03/09/2026
	** 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 3,925 Class A shares withheld. These shares were used to satisfy tax obligations tied to vesting restricted stock units, rather than an open-market sale, and were processed at $0.7844 per share.

Was the BRC Inc. (BRCC) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The issuer retained 3,925 shares to cover Robert Henry’s tax obligations when his restricted stock units vested, consistent with transaction code F and its description.

How many BRC Inc. (BRCC) shares were involved in the tax withholding?

The filing shows 3,925 shares of BRC Inc. Class A Common Stock were withheld. These shares were applied to Robert Henry’s tax obligations related to the vesting of restricted stock units, at a price of $0.7844 per share as reported in the transaction details.

How many BRC Inc. (BRCC) shares does Robert Henry own after this Form 4 transaction?

After the tax-withholding disposition, Robert Henry directly holds 230,016 Class A shares. This post-transaction balance reflects his remaining ownership following the issuer’s retention of 3,925 shares to satisfy tax liabilities from restricted stock unit vesting.

What does transaction code F mean in the BRC Inc. (BRCC) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, 3,925 shares of BRC Inc. Class A stock were withheld by the issuer to satisfy Robert Henry’s tax obligations tied to restricted stock unit vesting.