SCHEDULE: Black Rock Coffee Bar Co-Founders Gift Shares to Charity

An amendment to Schedule 13D reports that Black Rock Coffee Bar co-founders distributed and subsequently gifted significant LLC Units and Class C Common Stock to a donor-advised fund.

Summary

• Viking Cake BR, LLC, Viking Cake Fuel, LLC, Jeffrey Hernandez, Bryan Pereboom, and Jacob Spellmeyer each beneficially own 11,618,781 LLC Units and Class C Common Stock, representing 39.9% of Class A Common Stock on a converted basis.
• Daniel Brand beneficially owns 19,352,285 LLC Units and Class C Common Stock, representing 52.5% of Class A Common Stock on a converted basis, including shares held by various trusts and Viking Cake entities.
• On December 28, 2025, Daniel Brand received 125,097 LLC Units and Class C Common Stock from his trust and gifted them to NCF Charitable Assets Trust.
• On December 28, 2025, Jeffrey Hernandez received 243,860 LLC Units and Class C Common Stock from his trust and gifted them to NCF Charitable Assets Trust.
• On December 28, 2025, Bryan Pereboom received 71,000 LLC Units and Class C Common Stock from his trust and gifted them to NCF Charitable Assets Trust.
• On December 28, 2025, Jacob Spellmeyer received 99,062 LLC Units and Class C Common Stock from his trust and gifted them to NCF Charitable Assets Trust.
• The gifted shares automatically converted to Class B Common Stock and remain subject to 180-day lock-up agreements from the IPO.
• The co-founders disclaim pecuniary interest in the securities held by NCF Charitable Assets Trust.

Sentiment

Score: 6

Explanation: The filing is primarily a technical update on beneficial ownership changes due to distributions and charitable gifts, which is generally neutral to slightly positive due to the philanthropic aspect, but does not impact the company's operational or financial performance.

Positives

• Key individuals engaged in charitable giving by gifting shares to a donor-advised fund.

Negatives

• A reduction in direct beneficial ownership by co-founders, although they disclaim pecuniary interest in the gifted shares.

Stakeholder Impact

• Shareholders: Minor impact due to changes in beneficial ownership reporting, but no direct operational or financial impact on the company.
• Public/Community: Potential positive perception due to charitable contributions by key individuals.

Next Steps

• The gifted shares will remain subject to the 180-day lock-up agreements following the IPO's final prospectus date.

Key Dates

Recommendation

This filing is a routine amendment to a Schedule 13D, reporting changes in beneficial ownership due to distributions and charitable gifts by co-founders. It does not contain information that would materially alter the company's financial outlook, operational performance, or strategic direction. The co-founders disclaim pecuniary interest in the gifted shares, indicating no immediate intent to sell for personal gain. Therefore, the filing does not warrant a change in investment thesis, and a 'hold' recommendation is appropriate.

Keywords

Black Rock Coffee Bar, Schedule 13D, beneficial ownership, insider ownership, stock gifts, LLC Units, Class A Common Stock, Class C Common Stock, Daniel Brand, Jeffrey Hernandez, Bryan Pereboom, Jacob Spellmeyer, NCF Charitable Assets Trust