Brilliant Earth (BRLT) Mainsail holder converts units, sells 50K shares
Rhea-AI Filing Summary
Brilliant Earth Group, Inc. large shareholders affiliated with Mainsail reported exchanging 50,000 LLC Units and corresponding Class B common shares for 50,000 shares of Class A common stock, then selling 50,000 Class A shares at a weighted average price of $1.287 per share. After these conversions, Mainsail-affiliated entities indirectly hold 31,848,071 Class B shares and associated LLC Units, and they disclaim beneficial ownership beyond their respective pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
4 txns
Insider
MAINSAIL GP III, LLC, Mainsail Partners III, L.P., Mainsail Co-Investors III, L.P., MAINSAIL INCENTIVE PROGRAM, LLC, MAINSAIL MANAGEMENT COMPANY, LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 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 persons 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 Gavin Turner 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 Gavin Turner is the sole Manager of MMC. Mr. Turner has separately reported the transactions and reported securities reflected in this statement. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective 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 persons hereby undertake 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
Class B and LLC Units held: 31,848,071 shares/units
+1 more
4 metrics
Class A shares sold
50,000 shares
Class A common stock sold by Mainsail-affiliated holders on 2026-08-10
Weighted average sale price
$1.287 per share
Sale of 50,000 Class A shares, trades between $1.25 and $1.40
Class B and LLC Units held
31,848,071 shares/units
Indirectly held Class B common stock and associated LLC Units after conversion
LLC Units exchanged
50,000 units
LLC Units (with matching Class B shares) exchanged 1-for-1 into Class A shares
Key Terms
LLC Units, Class B common stock, weighted average sale price, beneficial ownership, +1 more
5 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.
Class B common stock financial
"Consists of (i) 31,098,704 shares of Class B common stock (and associated LLC Units)"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
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."
beneficial ownership financial
"The reporting persons disclaim beneficial ownership of the reported securities except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
dispositive power financial
"a three member investment committee of GP III acts by a majority vote, with Gavin Turner possessing a veto right, with respect to the voting and dispositive power"
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 insider activity did Brilliant Earth Group (BRLT) report in this Form 4?
Mainsail-affiliated holders exchanged 50,000 LLC Units and Class B shares for 50,000 Class A shares, then sold 50,000 Class A shares. These transactions reflect a derivative conversion followed by an open-market or private sale.
What conversion occurred between LLC Units and Brilliant Earth (BRLT) Class A stock?
Holders exchanged 50,000 LLC Units (each paired with one Class B share) for 50,000 Class A shares. Each LLC Unit plus one Class B share is exchangeable 1-for-1 into a single share of Class A common stock and does not expire.
Who controls voting and dispositive power over the Brilliant Earth (BRLT) securities held by the Mainsail entities?
Voting and dispositive power for MP III and MCOI is exercised by a three-member investment committee of GP III, with Gavin Turner holding a veto right. MIP is managed by Mainsail Management Company, LLC.
Do the Mainsail reporting persons claim full beneficial ownership of their Brilliant Earth (BRLT) holdings?
No. The reporting persons disclaim beneficial ownership of the reported Brilliant Earth securities, except to the extent of their respective pecuniary interests in the entities that hold the shares and LLC Units.
AI-generated analysis. How Rhea-AI works. Not financial advice.
