Form 4: Black Rock Coffee Bar Director Gifts 99,062 Shares

Black Rock Coffee Bar Director Jacob Spellmeyer reported receiving and then gifting 99,062 LLC Units and Class C Common Stock to a charitable trust.

Summary

• Jacob Spellmeyer, a Director and 10% Owner of Black Rock Coffee Bar, Inc. (BRCB), reported transactions involving derivative securities.
• On December 28, 2025, Spellmeyer received 99,062 LLC Units and 99,062 shares of Class C Common Stock as a beneficiary of the Jacob V. Spellmeyer 2021 Irrevocable Trust.
• On the same date, Spellmeyer gifted these 99,062 LLC Units and 99,062 shares of Class C Common Stock to NCF Charitable Assets Trust, a donor-advised fund.
• Upon gifting, the Class C Common Stock automatically converted to Class B Common Stock.
• Spellmeyer stated he does not have a pecuniary interest in the securities held by NCF Charitable Assets Trust.
• The gifted shares remain subject to a 180-day lock-up agreement from the date of the IPO's final prospectus.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While a disposition by a 10% owner could be seen negatively, the charitable nature and explicit lack of pecuniary interest mitigate concerns. It's a personal financial planning event rather than a statement on company performance.

Positives

• The gifting of shares to a charitable trust indicates philanthropic activity by a key insider.

Negatives

• The disposition of a significant number of shares by a director and 10% owner, even as a gift, reduces their direct beneficial ownership, though the charitable nature mitigates this.

Risks

• The gifted shares are subject to a 180-day lock-up agreement from the IPO prospectus date, meaning they cannot be sold during this period, which could impact market liquidity if the trust were to sell immediately after the lock-up expires.

Future Outlook

The filing does not provide forward-looking statements or guidance regarding the company's future performance, focusing solely on insider stock transactions.

Management Comments

• The Reporting Person does not have a pecuniary interest in the securities held by NCF Charitable Assets Trust.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction and does not provide information directly related to broader industry trends or competitive landscape for the coffee bar sector. It reflects an individual's personal financial planning and charitable giving.

Related Party Transactions

• Jacob V. Spellmeyer, a Director and 10% Owner, received 99,062 LLC Units and Class C Common Stock from the Jacob V. Spellmeyer 2021 Irrevocable Trust, of which he is a beneficiary.
• Jacob V. Spellmeyer gifted 99,062 LLC Units and Class C Common Stock to NCF Charitable Assets Trust, a donor-advised fund.

Stakeholder Impact

• Shareholders: The transaction represents a change in beneficial ownership for a significant insider, potentially impacting perceptions of insider alignment, though the charitable nature lessens negative interpretations. The lock-up on gifted shares means they won't immediately enter the market.
• Company: No direct operational impact.

Next Steps

• The gifted shares will remain subject to a 180-day lock-up agreement from the date of the final prospectus relating to the public offering of the Issuer's Class A Common Stock.

Key Dates

Recommendation

This filing details a personal financial planning event involving a charitable gift by a director and 10% owner, Jacob Spellmeyer. While it represents a disposition of shares, the stated lack of pecuniary interest in the gifted shares and the charitable nature of the transaction suggest it is not indicative of a change in the company's fundamental outlook or a lack of confidence from the insider. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Black Rock Coffee Bar, BRCB, Form 4, Insider Transaction, Jacob Spellmeyer, Director, 10% Owner, Stock Gift, LLC Units, Class C Common Stock, Class B Common Stock, Charitable Trust, Lock-Up Agreement