Form 4: Black Rock Coffee Bar Director Gifts Shares to Charity

Black Rock Coffee Bar Director Jeffrey Hernandez gifted 243,860 LLC Units and Class C Common Stock to a charitable trust.

Summary

• Jeffrey Robert Hernandez, a Director and 10% Owner of Black Rock Coffee Bar, Inc. (BRCB), reported changes in beneficial ownership.
• On December 28, 2025, Hernandez received 243,860 LLC Units and 243,860 shares of Class C Common Stock as a beneficiary of the Jeffrey R. Hernandez 2021 Irrevocable Trust.
• On the same date, Hernandez gifted these 243,860 LLC Units and 243,860 shares of Class C Common Stock to NCF Charitable Assets Trust, a donor-advised fund.
• The gifted Class C Common Stock automatically converted to Class B Common Stock upon gifting.
• These shares are 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 (the "IPO").
• Hernandez does not have a pecuniary interest in the securities held by NCF Charitable Assets Trust.

Sentiment

Score: 6

Explanation: The transaction is a gift to a charitable trust, not a sale for personal gain, which is generally viewed neutrally to slightly positively as it does not signal a lack of confidence in the company. However, it does reduce the insider's direct pecuniary interest.

Positives

• The transaction involved gifting shares to a charitable trust, indicating philanthropic activity rather than a sale for personal profit, which can be viewed positively for corporate social responsibility.

Risks

• The gifted shares are subject to a 180-day lock-up agreement following the IPO, which could impact their liquidity if the trust decided to sell immediately after the lock-up expires.

Future Outlook

The filing does not provide a future outlook for the company's performance or strategy, focusing solely on insider beneficial ownership changes.

Industry Context

This insider transaction report does not provide information relevant to broader industry trends or competitive analysis.

Related Party Transactions

• Jeffrey R. Hernandez, a Director and 10% Owner, received shares from the Jeffrey R. Hernandez 2021 Irrevocable Trust, of which he is a beneficiary.
• He subsequently gifted these shares to NCF Charitable Assets Trust, a donor-advised fund, in which he has no pecuniary interest.

Stakeholder Impact

• Shareholders: The gifting of shares to a charitable trust by a significant insider (Director and 10% owner) is generally a neutral event, as it's not a sale for personal gain. The shares remain subject to a lock-up, so no immediate market impact from these specific shares is expected.

Next Steps

• Expiration of the 180-day lock-up agreement for the gifted shares following the IPO.
• Potential future conversion of Class C Common Stock to Class A or Class B Common Stock based on specified conditions (e.g., September 15, 2035, or a 33% threshold).

Key Dates

Keywords

Black Rock Coffee Bar, BRCB, Form 4, Insider Transaction, Beneficial Ownership, Jeffrey Hernandez, LLC Units, Class C Common Stock, Gifting, Charitable Trust, Lock-Up Agreement