Brilliant Earth Group (NASDAQ: BRLT) insider-linked entities convert and sell 50K shares
Rhea-AI Filing Summary
Brilliant Earth Group, Inc. director and ten percent owner Gavin Turner, through entities described in the footnotes, reported a series of related transactions on 10 August 2026. These included the conversion of 50,000 LLC Units (with corresponding Class B common shares) into 50,000 shares of Class A common stock of Brilliant Earth Group, Inc., followed by the sale of 50,000 Class A shares at a weighted average price of $1.287 per share. After these exchanges, entities associated with Turner held 31,848,071 shares of Class B common stock (and associated LLC Units). The footnotes state these securities are held by Mainsail funds and related vehicles, that an investment committee controls voting and dispositive power subject to Turner’s veto rights, and that Turner disclaims beneficial ownership except to the extent of his pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
4 txns
Insider
TURNER GAVIN
Role
Director, 10% Owner
Sold
50,000 shs ($64K)
Approx. gross sale proceeds
$64K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | LLC Units F2, F1, F3, F4 | 50,000 | -- | -- |
| Conversion | Class B Common Stock F1, F2, F3, F4 | 50,000 | -- | -- |
| Conversion | Class A Common Stock F1, F4 | 50,000 | -- | -- |
| Sale | Class A Common Stock F4, F1, F5 | 50,000 | $1.287 | $64K |
Holdings After Transaction:
LLC Units — 31,848,071 shares (Indirect, See footnotes);
Class B Common Stock — 31,848,071 shares (Indirect, See footnotes);
Class A Common Stock — 0 shares (Indirect, See footnote)
Footnotes (5)
- F1. Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 48,824 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 97 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 1,079 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI").
- F2. LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting person prior to the Issuer's initial public offering, do not expire.
- F3. Consists of (i) 31,098,704 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,823 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 687,544 shares of Class B common stock (and associated LLC Units) held by MCOI.
- F4. Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with the reporting person possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and the reporting person is the sole Manager of MMC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
- F5. This transaction was executed in multiple trades at prices ranging from $1.25 to $1.40, inclusive. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.
Key Figures
Class A shares sold: 50,000 shares
Weighted average sale price: $1.287 per share
LLC Units and Class B converted: 50,000 units/shares
+3 more
6 metrics
Class A shares sold
50,000 shares
Class A common stock sold on 10 August 2026 by entities associated with Gavin Turner
Weighted average sale price
$1.287 per share
Weighted average price for 50,000 Class A shares sold in multiple trades between $1.25 and $1.40
LLC Units and Class B converted
50,000 units/shares
50,000 LLC Units and corresponding Class B common shares exchanged into 50,000 Class A shares
Class B shares and LLC Units held after
31,848,071 shares
Class B common stock (and associated LLC Units) held by Mainsail entities associated with Turner after exchanges
MIP Class B and LLC Units
61,823 shares
Class B common stock (and associated LLC Units) held by Mainsail Incentive Program, LLC
MCOI Class B and LLC Units
687,544 shares
Class B common stock (and associated LLC Units) held by Mainsail Co-Investors III, L.P.
Key Terms
LLC Units, weighted average sale price, pecuniary interests, dispositive power
4 terms
LLC Units financial
"Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B"
LLC units are ownership stakes in a limited liability company, similar to shares in a corporation; each unit represents a portion of the company’s profits, losses and often voting power. For investors, LLC units matter because they determine how much money and control someone gets, how easily an interest can be sold, and how income is taxed and reported — think of owning slices of a pie that also decide how the pie is cut and shared.
weighted average sale price financial
"This transaction was executed in multiple trades at prices ranging from $1.25 to $1.40, inclusive. The reported price reflects the weighted average sale price."
pecuniary interests financial
"The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein."
dispositive power financial
"acts by a majority vote, with the reporting person possessing a veto right, with respect to the voting and dispositive power of the securities"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What transaction did Gavin Turner report in this Form 4 for BRLT?
Gavin Turner reported converting 50,000 LLC Units and corresponding Class B shares of Brilliant Earth Group, Inc. into 50,000 Class A common shares, followed by a sale of those Class A shares on 10 August 2026.
Were Gavin Turner’s Brilliant Earth (BRLT) transactions under a Rule 10b5-1 plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the footnotes do not describe the transactions as pursuant to a pre-arranged Rule 10b5-1 trading plan.
Does Gavin Turner claim full beneficial ownership of the Brilliant Earth (BRLT) securities reported?
The footnotes state that the securities are held by Mainsail funds and related entities and that Gavin Turner disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests.
AI-generated analysis. How Rhea-AI works. Not financial advice.
