Welcome to our dedicated page for Brilliant Earth Group SEC filings (Ticker: BRLT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Brilliant Earth Group, Inc. filings document the public-company record for an emerging growth fine jewelry retailer. Form 8-K reports furnish quarterly and annual operating results, financial-condition updates, guidance-related exhibits, and material events involving credit arrangements, board composition, and committee assignments.
Proxy materials describe annual meeting procedures, board elections, auditor ratification, stockholder voting matters, and the company's multi-class common stock structure, including different voting rights for Class A, Class B, and Class C shares. The filings also identify governance practices, exhibit records, and capital-structure matters tied to Brilliant Earth's retail sale of diamonds, gemstones, and jewelry.
Brilliant Earth Group, Inc. reported record Net Sales but weaker profitability for the fourth quarter and full year 2025. Q4 Net Sales rose to $124.4 million, up 4.1% year over year, marking the largest quarter in company history, while full-year Net Sales reached $437.5 million, up 3.6%.
Despite this growth, profitability declined. Q4 gross margin fell to 55.9% from 59.6%, and the company posted a Q4 GAAP net loss of $1.3 million versus net income of $2.6 million a year earlier. For 2025, GAAP net loss was $6.4 million versus net income of $4.0 million in 2024, and Adjusted EBITDA dropped to $12.0 million from $21.1 million.
Management highlighted strong momentum in fine jewelry, with Q4 bookings up 34% year over year and total orders up 13% for 2025. For 2026, the company expects positive mid-single-digit Net Sales growth, a negative mid-single-digit Adjusted EBITDA margin in Q1, and full-year Adjusted EBITDA that remains profitable but slightly below 2025.
Brilliant Earth Group, Inc. reported record Net Sales but weaker profitability for the fourth quarter and full year 2025. Q4 Net Sales rose to $124.4 million, up 4.1% year over year, marking the largest quarter in company history, while full-year Net Sales reached $437.5 million, up 3.6%.
Despite this growth, profitability declined. Q4 gross margin fell to 55.9% from 59.6%, and the company posted a Q4 GAAP net loss of $1.3 million versus net income of $2.6 million a year earlier. For 2025, GAAP net loss was $6.4 million versus net income of $4.0 million in 2024, and Adjusted EBITDA dropped to $12.0 million from $21.1 million.
Management highlighted strong momentum in fine jewelry, with Q4 bookings up 34% year over year and total orders up 13% for 2025. For 2026, the company expects positive mid-single-digit Net Sales growth, a negative mid-single-digit Adjusted EBITDA margin in Q1, and full-year Adjusted EBITDA that remains profitable but slightly below 2025.
Brilliant Earth Group, Inc. Chief Operations Officer Sharon Dziesietnik sold 19,687 shares of Class A common stock in an open-market transaction at a weighted average price of $1.37 per share. The sale was made to cover estimated tax obligations from the vesting of restricted stock units and was executed under a Rule 10b5-1 trading plan adopted on August 14, 2025. Following this sale, she directly holds 446,736 shares. The trades were executed in a price range from $1.28 to $1.47.
Brilliant Earth Group, Inc. (BRLT) reported an insider transaction by its Chief Operations Officer, Sharon Dziesietnik. On 11/17/2025, the officer sold 9,191 shares of Class A common stock at a weighted average price of $1.99 per share. After this sale, the officer beneficially owns 466,423 shares directly.
The filing explains that the shares were sold to cover estimated tax obligations arising from the vesting and settlement of restricted stock units. The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on August 14, 2025, which is designed to provide an affirmative defense against insider trading claims when properly implemented.
Brilliant Earth Group, Inc. (BRLT) stockholders holding approximately 96.5% of the voting power approved by written consent the Company’s reincorporation from Delaware to Nevada via a statutory conversion. The board unanimously approved and recommended the move on October 28, 2025.
The action will be effected no earlier than 40 days after mailing of the notice, which commenced on or about November 10, 2025, in accordance with Rule 14c-2. No proxy is being solicited.
Appraisal rights: Holders of Class B, Class C and Class D common stock who meet the statutory conditions may seek appraisal under Section 262 of the DGCL; holders of Class A common stock are not entitled to appraisal rights.
As of the October 29, 2025 record date, shares outstanding and entitled to vote were: Class A 15,170,213; Class B 35,822,342; Class C 49,119,976; Class D none. The consenting stockholders collectively held 31,898,071 Class B and 49,119,976 Class C shares.
Brilliant Earth Group (BRLT) filed its Q3 2025 10‑Q, reporting higher sales and a cleaner balance sheet. Net sales were $110.3 million, up 10.4% year over year, as lower price point products drove a 16.8% increase in orders. Gross profit was $63.5 million and the quarter ended with a net loss of $0.7 million, narrowing from $1.1 million a year ago. Adjusted EBITDA was $3.6 million with a 3.2% margin.
Liquidity improved after the company prepaid $34.8 million of SVB term loan principal in August and terminated the credit agreement, leaving no debt outstanding at September 30, 2025. Cash and cash equivalents were $73.4 million, and operating cash flow was $2.6 million year‑to‑date. Inventories, net were $49.1 million. The Board declared a one‑time cash dividend of $0.25 per Class A share, paid on September 8, 2025. As of November 3, 2025, shares outstanding were 15,170,213 Class A, 35,822,342 Class B, and 49,119,976 Class C.
Brilliant Earth Group, Inc. furnished an 8-K noting it issued a press release announcing financial results for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1.
The company states the Item 2.02 information, including Exhibit 99.1, is furnished and not filed under the Exchange Act, is not subject to Section 18 liabilities, and is not incorporated by reference except as expressly stated.
Brilliant Earth Group, Inc. (BRLT) stockholders holding a majority of voting power approved a reincorporation, by conversion, from Delaware to Nevada. The board unanimously approved the move on October 28, 2025, and the action was taken by written consent immediately after the October 29, 2025 record date. The company plans to effect the Nevada Reincorporation no earlier than forty calendar days after mailing the notice, in accordance with Rule 14c-2.
Consenting Stockholders held 31,898,071 shares of Class B and 49,119,976 shares of Class C, representing approximately 96.5% of aggregate voting power. As of the record date, shares outstanding were 15,170,213 Class A, 35,822,342 Class B, and 49,119,976 Class C; no Class D was outstanding. Holders of Class B, Class C and Class D who meet statutory conditions may seek appraisal; Class A holders are not entitled to appraisal for this action. The filing outlines reasons for Nevada’s statute-focused regime, anticipated governance differences (including director removal thresholds and forum selection), and notes potential costs and possible legal challenges.
Brilliant Earth Group, Inc. files a shelf registration (Form S-3) prospectus for securities offerings under which its Class A common stock trades on Nasdaq as "BRLT" (last reported sale price $2.785 on September 5, 2025). The prospectus incorporates by reference its annual report for year ended December 31, 2024 and a series of quarterly and current reports filed in 2025. The company’s charter authorizes multiple classes of common stock (1.2 billion Class A; 150 million each of Class B, C and D) and 10 million preferred shares (none outstanding). The document describes class-specific voting and economic rights, conversion mechanics among classes, indemnification and limited director liability, anti-takeover provisions, forum-selection clauses, and board vacancy/stockholder action rules that require supermajority votes for certain charter amendments. Debt, warrant, unit and global book-entry (DTC/Clearstream/Euroclear) procedures are summarized.