Welcome to our dedicated page for Brilliant Earth Group SEC filings (Ticker: BRLT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Brilliant Earth Group, Inc. (BRLT) reported an insider transaction by its Chief Operations Officer, Sharon Dziesietnik. On 11/17/2025, the officer sold 9,191 shares of Class A common stock at a weighted average price of $1.99 per share. After this sale, the officer beneficially owns 466,423 shares directly.
The filing explains that the shares were sold to cover estimated tax obligations arising from the vesting and settlement of restricted stock units. The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on August 14, 2025, which is designed to provide an affirmative defense against insider trading claims when properly implemented.
Brilliant Earth Group, Inc. (BRLT) stockholders holding approximately 96.5% of the voting power approved by written consent the Company’s reincorporation from Delaware to Nevada via a statutory conversion. The board unanimously approved and recommended the move on October 28, 2025.
The action will be effected no earlier than 40 days after mailing of the notice, which commenced on or about November 10, 2025, in accordance with Rule 14c-2. No proxy is being solicited.
Appraisal rights: Holders of Class B, Class C and Class D common stock who meet the statutory conditions may seek appraisal under Section 262 of the DGCL; holders of Class A common stock are not entitled to appraisal rights.
As of the October 29, 2025 record date, shares outstanding and entitled to vote were: Class A 15,170,213; Class B 35,822,342; Class C 49,119,976; Class D none. The consenting stockholders collectively held 31,898,071 Class B and 49,119,976 Class C shares.
Brilliant Earth Group (BRLT) filed its Q3 2025 10‑Q, reporting higher sales and a cleaner balance sheet. Net sales were
Liquidity improved after the company prepaid
Brilliant Earth Group, Inc. furnished an 8-K noting it issued a press release announcing financial results for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1.
The company states the Item 2.02 information, including Exhibit 99.1, is furnished and not filed under the Exchange Act, is not subject to Section 18 liabilities, and is not incorporated by reference except as expressly stated.
Brilliant Earth Group, Inc. (BRLT)
Consenting Stockholders held 31,898,071 shares of Class B and 49,119,976 shares of Class C, representing approximately 96.5% of aggregate voting power. As of the record date, shares outstanding were 15,170,213 Class A, 35,822,342 Class B, and 49,119,976 Class C; no Class D was outstanding. Holders of Class B, Class C and Class D who meet statutory conditions may seek appraisal; Class A holders are not entitled to appraisal for this action. The filing outlines reasons for Nevada’s statute-focused regime, anticipated governance differences (including director removal thresholds and forum selection), and notes potential costs and possible legal challenges.
Brilliant Earth Group, Inc. files a shelf registration (Form S-3) prospectus for securities offerings under which its Class A common stock trades on Nasdaq as "BRLT" (last reported sale price $2.785 on September 5, 2025). The prospectus incorporates by reference its annual report for year ended December 31, 2024 and a series of quarterly and current reports filed in 2025. The company’s charter authorizes multiple classes of common stock (1.2 billion Class A; 150 million each of Class B, C and D) and 10 million preferred shares (none outstanding). The document describes class-specific voting and economic rights, conversion mechanics among classes, indemnification and limited director liability, anti-takeover provisions, forum-selection clauses, and board vacancy/stockholder action rules that require supermajority votes for certain charter amendments. Debt, warrant, unit and global book-entry (DTC/Clearstream/Euroclear) procedures are summarized.
Brilliant Earth Group (BRLT) filed an 8-K disclosing two material capital-structure actions.
- Debt repayment (Item 1.02): On 4 Aug 2025 subsidiary Brilliant Earth, LLC prepaid the remaining $35.1 million outstanding on its May 2022 credit agreement and terminated all commitments under the $105 million facility (term $65 m; revolver $40 m). The loan had carried SOFR/base-rate interest and was due 24 May 2027; repayment removes all bank debt and future interest expense.
- Capital return (Item 8.01): The Board declared a one-time cash dividend of $0.25 per Class A share, funded by a $25.3 million distribution from Brilliant Earth, LLC. Record date: 22 Aug 2025; payment date: 8 Sep 2025. Future dividends remain discretionary.
- Item 2.02: Q2-25 earnings press release furnished as Exhibit 99.1 (financial details not included in this filing).
No other material events were reported.
Brilliant Earth Group (BRLT) director Ian Bickley received a grant of 95,890 restricted stock units (RSUs) on June 18, 2025, as part of the company's non-employee director compensation program. The RSU grant was calculated by dividing $140,000 by the average closing trading price of BRLT's Class A common stock over the most recent completed month.
Following this transaction, Bickley now beneficially owns 244,163 shares of Class A Common Stock directly. The RSUs will vest on the earlier of:
- The first anniversary of the grant date
- The date of Brilliant Earth's 2026 annual stockholder's meeting
Vesting is subject to Bickley's continued service as a director through the applicable vesting date. The RSUs were granted at $0 cost to the director, representing standard equity-based compensation for board service.
Brilliant Earth Group (BRLT) director Beth J. Kaplan received a grant of 95,890 restricted stock units (RSUs) on June 18, 2025, as part of the company's non-employee director compensation program. The RSU award was calculated by dividing $140,000 by the average closing trading price of BRLT's Class A common stock over the most recent completed month.
Following the transaction, Kaplan directly owns 221,415 shares of Class A Common Stock. The RSUs will vest on the earlier of:
- First anniversary of the grant date
- Date of Brilliant Earth's 2026 annual stockholder's meeting
Vesting is subject to continued service through the applicable date. The RSUs were granted at $0 cost to the director, representing standard compensation practice for board members.