Schedule 13G/A: 8.3M Shares Beneficially Owned in BRC Inc. (BRCC)

Rhea-AI Filing Summary

John Miller reports beneficial ownership of 8,303,636 shares of BRC Inc., representing 7.05% of the Class A common stock. That total comprises 4,354,346 Class A Shares held directly and 3,949,290 Class A Shares issuable in respect of Class B Shares, which are redeemable one-for-one for Class A Shares and corresponding common units.

The ownership percentage is calculated using 113,820,789 Class A Shares outstanding plus the 3,949,290 Class A Shares issuable. The filing notes the reported Class A holdings include 3,600,000 shares acquired in a recent purchase and cautions that 134,404,261 Class B Shares remain outstanding, so this percentage may not reflect actual voting power.

Positive

• Material disclosure of 7.05% beneficial ownership provides transparency to the market about a significant holder.
• Clear breakdown of holdings: 4,354,346 direct Class A Shares plus 3,949,290 Class A Shares issuable via Class B positions.

Negative

• Voting power may be limited or not representative: 134,404,261 Class B Shares outstanding could materially affect actual voting influence.
• Filing disclaims admission of beneficial ownership under Sections 13(d) or 13(g), leaving uncertainty about managerial control or intent.

Insights

Financial Analyst

TL;DR: A 7.05% beneficial stake is material but appears structured as passive ownership, limiting immediate corporate control implications.

John Miller's 8,303,636-share position is economically meaningful at 7.05% of reported Class A-equivalent shares. The position combines direct Class A holdings (4,354,346) and convertible Class B-linked economic exposure (3,949,290), which expands economic interest without necessarily increasing voting influence due to a large outstanding Class B base. The disclosure of a 3.6M-share acquisition increases concentration and may affect liquidity in the free float. Investors should note this is a beneficial-ownership disclosure rather than an active control filing.

Corporate Governance Expert

TL;DR: Ownership is material for disclosure but governance power may be muted because many Class B shares remain outstanding.

The filing clarifies that Class B Shares are redeemable one-to-one for Class A Shares and common units, creating potential conversion-driven dilution or voting shifts, yet the registrant reports 134,404,261 Class B Shares outstanding which can dilute voting influence. The statement explicitly disclaims admission of beneficial ownership under Sections 13(d) or 13(g), indicating a defensive or passive posture. This is a governance-relevant disclosure without an explicit change in board control or activism stated.

FAQ

How many BRC Inc. (BRCC) shares does John Miller report beneficially owning?

John Miller reports 8,303,636 shares beneficially owned, representing 7.05% of the Class A-equivalent shares disclosed in this filing.

What is the composition of John Miller's reported BRCC stake?

4,354,346 Class A Shares held directly and 3,949,290 Class A Shares issuable in respect of Class B Shares redeemable one-for-one for Class A Shares and common units.

Does this filing indicate John Miller seeks control of BRC Inc. (BRCC)?

The filing is a beneficial-ownership disclosure and expressly states it should not be construed as an admission that the Reporting Person is the beneficial owner for purposes of Sections 13(d) or 13(g); no takeover or control intent is stated.

How was the 7.05% ownership calculated in the filing?

The percentage is based on 113,820,789 Class A Shares outstanding plus the 3,949,290 Class A Shares issuable from Class B positions, yielding the reported 7.05%.

Are there factors that could change John Miller's voting influence at BRCC?

Yes. The filing notes 134,404,261 Class B Shares outstanding, which may mean the reported percentage does not reflect actual voting power.

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

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Accepted by SEC EDGAR 08/12/2025 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BRC Inc.

(Name of Issuer)

Class A common stock, $0.0001 par value

(Title of Class of Securities)

05601U105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 05601U105

1

Names of Reporting Persons

John Miller

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,303,636.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,303,636.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,303,636.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.05 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Represents 4,354,346 shares of Class A Common Stock ("Class A Shares"), and 3,949,290 Class A Shares issuable in respect of 3,949,290 shares of Class B Common Stock ("Class B Shares"), redeemable (with an equal number of common membership interests in Authentic Brands LLC ("Common Units")) for Class A Shares on a one-to-one basis at the option of the Reporting Person. Calculated based on (i) 113,820,789 Class A Shares outstanding as of July 28, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed on August 4, 2025, as increased by (ii) 3,949,290 Class A Shares issuable in respect of 3,949,290 Class B Shares. As of July 28, 2025, the registrant also had 134,404,261 Class B Shares outstanding and therefore the above ownership percentage may not be representative of the actual voting power of the Reporting Person.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BRC Inc.
(b)	Address of issuer's principal executive offices: 1144 S 500 W Salt Lake City, UT 84101
Item 2.
(a)	Name of person filing: This statement is filed by John Miller, as manager of certain entities, referred to herein as the "Reporting Person."
(b)	Address or principal business office or, if none, residence: C/O BRC Inc. 1144 S 500 W Salt Lake City, UT 84101
(c)	Citizenship: See response to Item 4 on the cover page.
(d)	Title of class of securities: Class A common stock, $0.0001 par value
(e)	CUSIP No.: 05601U105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on the cover page. The reported securities, which are directly held by certain entities for which the Reporting Person serves as manager, represents 4,354,346 Class A Shares and 3,949,290 issuable in respect of 3,949,290 Class B Shares. Such Class A shares include 3,600,000 shares acquired on July 25, 2025, and such Class B Shares are redeemable, together with an equal number of Common Units, on a one-to-one basis for Class A Shares, which, in the aggregate, constitutes 7.05% beneficial ownership. The calculation of beneficial ownership is based on (i) 113,820,789 Class A Shares outstanding as of July 28, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed on August 4, 2025, as increased by (ii) 3,949,290 Class A Shares issuable in respect of 3,949,290 Class B Shares. As such, the Reporting Person may be deemed to have beneficial ownership over 7.05% of the Issuer's outstanding common stock. As of July 28, 2025, the registrant had 134,404,261 Class B Shares outstanding, and therefore the above ownership percentage may not be representative of the actual voting power of the Reporting Person. This filing of this Statement shall not be construed as an admission that the Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
(b)	Percent of class: See response to Item 11 on the cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

John Miller

Signature:	/s/ John Miller
Name/Title:	John Miller
Date:	08/12/2025