Mainsail affiliate adds 16K Brilliant Earth LLC units
Brilliant Earth Group, Inc. (BRLT) reported an insider ownership restructuring involving entities affiliated with Mainsail.
Rhea-AI Filing Summary
Brilliant Earth Group, Inc. (BRLT) reported an insider ownership restructuring involving entities affiliated with Mainsail. On August 24, 2026, the reporting entities recorded an acquisition, via a code J “other transaction,” of 16,014 LLC Units of Brilliant Earth, LLC together with 16,014 shares of Class B common stock, held indirectly through Mainsail Co-Investors III, L.P. The transaction stems from a purchase of a limited partner’s interest in Mainsail Co-Investors III, L.P. for $18,096, which may change the reporting persons’ pecuniary interest in the LLC Units and Class B shares. After the transaction, the reporting entities collectively report 31,848,071 shares of Class B common stock (and associated LLC Units). The reporting persons state they have fully disgorged to Brilliant Earth a Section 16(b) deemed profit of $2,033 related to matchable sales previously reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 32,028 shares
Other
2 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
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | LLC Units F4, F1, F2, F3 | 16,014 | -- | -- |
| Other | Class B Common Stock F1, F2, F3 | 16,014 | -- | -- |
Holdings After Transaction:
LLC Units — 31,848,071 contracts (Indirect, See footnotes);
Class B Common Stock — 31,848,071 shares (Indirect, See footnotes)
Footnotes (4)
- F1. The reported transaction, which involves a purchase of a limited partner's interest in Mainsail Co-Investors III, L.P. ("MCOI"), may represent a change in the Reporting Persons' pecuniary interest in common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock held by MCOI. For purposes of Section 16(b), such deemed purchase, for an aggregate consideration of $18,096, could be matchable against the sales reported on August 10, 2026, as reported on the Form 4 filed by the Reporting Persons on August 12, 2026. Accordingly, the Reporting Persons have fully disgorged to the Issuer, the Section 16(b) deemed profit of $2,033.
- F2. Consists of (i) 31,098,704 shares of Class B common stock (and associated LLC Units) held by Mainsail Partners III, L.P. ("MP III"), (ii) 61,823 shares of Class B common stock (and associated LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 687,544 shares of Class B common stock (and associated LLC Units) held by MCOI.
- F3. 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.
- F4. 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.
Key Figures
LLC Units acquired: 16,014 LLC Units
Class B common stock acquired: 16,014 shares
Total Class B common stock (and associated LLC Units) after transaction: 31,848,071 shares
+5 more
8 metrics
LLC Units acquired
16,014 LLC Units
Code J transaction on August 24, 2026
Class B common stock acquired
16,014 shares
Code J transaction on August 24, 2026
Total Class B common stock (and associated LLC Units) after transaction
31,848,071 shares
Reported post-transaction indirect holdings
Mainsail Partners III, L.P. holdings
31,098,704 shares
Class B common stock (and associated LLC Units) held by Mainsail Partners III, L.P.
Mainsail Incentive Program, LLC holdings
61,823 shares
Class B common stock (and associated LLC Units) held by MIP
Mainsail Co-Investors III, L.P. holdings
687,544 shares
Class B common stock (and associated LLC Units) held by MCOI
Aggregate consideration for LP interest purchase
$18,096
Purchase of a limited partner’s interest in Mainsail Co-Investors III, L.P.
Section 16(b) deemed profit disgorged
$2,033
Amount remitted to Brilliant Earth as Section 16(b) deemed profit
Key Terms
Section 16(b), pecuniary interest, LLC Units, Class B common stock, +1 more
5 terms
Section 16(b) regulatory
"For purposes of Section 16(b), such deemed purchase..."
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
pecuniary interest financial
"...may represent a change in the Reporting Persons' pecuniary interest..."
LLC Units financial
"...pecuniary interest in common units of Brilliant Earth, LLC (the "LLC Units")..."
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
"...shares of Class B common stock held by MCOI."
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.
exchangeable financial
"LLC Units (together with one share of Class B common stock...) are exchangeable..."
FAQ
What insider transaction did BRLT report on August 24, 2026?
BRLT reported that entities affiliated with Mainsail recorded a code J “other transaction” on August 24, 2026, involving the acquisition of 16,014 LLC Units of Brilliant Earth, LLC and 16,014 shares of Class B common stock, through a purchase of a limited partner’s interest in Mainsail Co-Investors III, L.P.
What Section 16(b) profit did the BRLT reporting persons disgorge?
The reporting persons state that, for Section 16(b) purposes, the deemed purchase could be matched with sales reported on August 10, 2026, and that they have fully disgorged to Brilliant Earth $2,033 of Section 16(b) deemed profit arising from this matchable activity.
Which entities are involved in the reported BRLT insider holdings?
The holdings relate to Mainsail Partners III, L.P., Mainsail Co-Investors III, L.P., Mainsail Incentive Program, LLC, Mainsail GP III, LLC, and Mainsail Management Company, LLC. A three-member investment committee of Mainsail GP III, LLC oversees voting and dispositive power for certain securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
