Brilliant Earth director adds 16K Class B shares
Brilliant Earth Group, Inc. (BRLT) was notified that reporting person Gavin Turner, a director and ten percent owner, reported an indirect restructuring transaction on August 24, 2026.
Rhea-AI Filing Summary
Brilliant Earth Group, Inc. (BRLT) was notified that reporting person Gavin Turner, a director and ten percent owner, reported an indirect restructuring transaction on August 24, 2026. Through a purchase of a limited partner’s interest in Mainsail Co-Investors III, L.P. (MCOI), Turner acquired an interest corresponding to 16,014 LLC Units and 16,014 shares of Class B common stock, potentially changing his pecuniary interest in those securities. After the transaction, indirect holdings reported through Mainsail entities total 31,848,071 Class B shares (and associated LLC Units). The footnotes state aggregate consideration for the deemed purchase was $18,096, and a $2,033 Section 16(b) deemed profit was fully disgorged to Brilliant Earth Group, Inc.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 32,028 shares
Other
2 txns
Insider
TURNER GAVIN
Role
Director, 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 Person's 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 Person on August 12, 2026. Accordingly, the Reporting Person has 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 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.
- 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 Person prior to the Issuer's initial public offering, do not expire.
Key Figures
LLC Units acquired (deemed): 16,014 LLC Units
Class B common stock linked to transaction: 16,014 shares of Class B common stock
Indirect holdings after transaction: 31,848,071 shares of Class B common stock (and associated LLC Units)
+5 more
8 metrics
LLC Units acquired (deemed)
16,014 LLC Units
Restructuring transaction on August 24, 2026
Class B common stock linked to transaction
16,014 shares of Class B common stock
Corresponding to acquired LLC Units on August 24, 2026
Indirect holdings after transaction
31,848,071 shares of Class B common stock (and associated LLC Units)
Total indirect position reported following August 24, 2026 transaction
Aggregate consideration for deemed purchase
$18,096
Consideration for purchase of limited partner’s interest in MCOI
Section 16(b) deemed profit disgorged
$2,033
Profit deemed matchable against August 10, 2026 sales and fully disgorged to issuer
Holdings by Mainsail Partners III, L.P.
31,098,704 shares of Class B common stock (and associated LLC Units)
Part of total indirect holdings
Holdings by Mainsail Incentive Program, LLC
61,823 shares of Class B common stock (and associated LLC Units)
Part of total indirect holdings
Holdings by Mainsail Co-Investors III, L.P.
687,544 shares of Class B common stock (and associated LLC Units)
Part of total indirect holdings affected by LP interest purchase
Key Terms
Section 16(b), pecuniary interest, disgorged, LLC Units, +2 more
6 terms
Section 16(b) regulatory
"For purposes of Section 16(b), such deemed purchase, for an aggregate..."
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 Person's pecuniary interest in..."
disgorged regulatory
"Accordingly, the Reporting Person has fully disgorged to the Issuer..."
LLC Units financial
"common units of Brilliant Earth, LLC (the "LLC Units") and shares..."
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.
exchangeable financial
"LLC Units (together with one share of Class B common stock...) are exchangeable..."
deemed purchase regulatory
"such deemed purchase, for an aggregate consideration of $18,096..."
FAQ
What insider transaction did Gavin Turner report in this Form 4 for BRLT?
Gavin Turner reported an indirect restructuring transaction on August 24, 2026, involving a deemed purchase related to 16,014 LLC Units and 16,014 shares of Class B common stock tied to a limited partner’s interest in Mainsail Co-Investors III, L.P. (MCOI).
What are Gavin Turner’s indirect holdings in BRLT after this transaction?
After the reported transaction, indirect holdings total 31,848,071 shares of Class B common stock (and associated LLC Units) held through Mainsail Partners III, L.P., Mainsail Incentive Program, LLC, and Mainsail Co-Investors III, L.P., as described in the footnotes.
What consideration and Section 16(b) profit were disclosed in this BRLT Form 4?
The footnotes state the deemed purchase was for an aggregate consideration of $18,096. For Section 16(b) purposes, a deemed profit of $2,033 was identified and fully disgorged to Brilliant Earth Group, Inc.
Were the BRLT transactions made under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes do not state that the transactions were made pursuant to a Rule 10b5-1 trading plan.
How are the BRLT securities in this Form 4 held and who has voting power?
The securities are held indirectly through Mainsail entities. A three-member investment committee of Mainsail GP III, LLC acts by majority vote, with Gavin Turner holding a veto right over voting and dispositive power for securities held by Mainsail Partners III, L.P. and MCOI. He disclaims beneficial ownership except for his pecuniary interests.
AI-generated analysis. How Rhea-AI works. Not financial advice.
