Brilliant Earth (BRLT) Insider Cuts Stake 15% to Cover RSU Taxes

Rhea-AI Filing Summary

Brilliant Earth Group, Inc. (BRLT) – Form 4 insider activity

Director Jennifer Noel Harris sold a total of 15,382 Class A common shares over three sessions (16-18 Jun 2025) under a pre-arranged Rule 10b5-1 trading plan adopted 3 Dec 2024. Sale prices were weighted averages of $1.38, $1.35 and $1.35 respectively, with individual trades ranging from $1.32 to $1.40. Proceeds were used to cover estimated tax obligations tied to recently vested restricted stock units.

Following these transactions, Harris’ direct ownership decreased from 99,295 to 83,913 shares (-15.5%). No derivative securities were reported.

Positive

• Insider retained 83,913 shares, maintaining meaningful alignment with shareholders
• Sales executed under pre-planned Rule 10b5-1, reducing concerns about opportunistic timing

Negative

• Director sold 15,382 shares (-15.5% of stake) at ~$1.35-$1.38, signalling limited short-term conviction
• Sales occurred at near-52-week lows, potentially reinforcing bearish sentiment

Insights

Equity Analyst

TL;DR: Routine 10b5-1 tax-related insider sale, modest size, limited valuation signal.

The 15.4k-share sale represents roughly 15.5% of Harris’ prior holdings and < 0.1% of BRLT’s total float—thus immaterial to liquidity. Because sales were flagged as tax-withholding for RSU vesting and executed through a previously disclosed 10b5-1 plan, the informational content is muted. Still, cumulative insider selling at depressed prices (≈$1.35) could be interpreted as lack of near-term confidence if replicated by other insiders. For now, I view the filing as neutral to sentiment.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Harris Jennifer Noel

(Last) (First) (Middle)

C/O BRILLIANT EARTH GROUP, INC.

300 GRANT AVENUE, THIRD FLOOR

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Brilliant Earth Group, Inc. [ BRLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S		2,962(1)	D	$1.38(2)	96,333	D
Class A Common Stock	06/17/2025		S		7,103(1)	D	$1.35(3)	89,230	D
Class A Common Stock	06/18/2025		S		5,317(1)	D	$1.35(4)	83,913	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. Shares of Class A common stock sold by the reporting person to cover estimated tax obligations in connection with the vesting and settlement of restricted stock units. The transactions reported herein were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 3, 2024.

2. This transaction was executed in multiple trades ranging from $1.36 to $1.40. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades ranging from $1.32 to $1.38. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades ranging from $1.33 to $1.37. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Jeffrey Kuo as Attorney-in-Fact for Jennifer Noel Harris	06/18/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many BRLT shares did Jennifer Noel Harris sell in June 2025?

She sold 15,382 Class A common shares between 16-18 June 2025.

What was the average sale price of the BRLT insider transactions?

Weighted average prices were $1.38 on 16 Jun, $1.35 on 17 Jun, and $1.35 on 18 Jun 2025.

Why did the BRLT director sell shares?

The filing states sales were made to cover tax obligations related to RSU vesting.

How many BRLT shares does the director still own after the sale?

Harris directly owns 83,913 Class A shares following the reported transactions.

Was the transaction under a Rule 10b5-1 trading plan?

Yes, the Form 4 notes a Rule 10b5-1 plan adopted on 3 Dec 2024.