Form 4: Black Rock Coffee Insider Gifts Shares to Charity
Insider Transaction Report
Daniel Brand, a director and 10% owner of Black Rock Coffee Bar, Inc., gifted 125,097 LLC Units and Class C Common Stock to a charitable trust.
Summary
- Daniel Jordan Brand, a Director and 10% Owner of Black Rock Coffee Bar, Inc. (BRCB), reported a transaction on December 28, 2025.
- Brand initially received 125,097 LLC Units and 125,097 shares of Class C Common Stock as a beneficiary of the Daniel J. Brand 2021 Trust.
- On the same date, Brand gifted these 125,097 LLC Units and 125,097 shares of Class C Common Stock to NCF Charitable Assets Trust, a donor-advised fund.
- Upon gifting, the Class C Common Stock automatically converted into shares of Class B Common Stock.
- The gifted shares are subject to a 180-day lock-up agreement from the date of the final prospectus relating to the Issuer's Class A Common Stock IPO.
- Brand no longer holds a pecuniary interest in the securities held by NCF Charitable Assets Trust following this gift.
Sentiment
Score: 5
Explanation: The filing reports a personal transaction (a gift to a charitable trust) by an insider, which is generally neutral for the company's operational or financial outlook. It does not indicate a change in the insider's confidence in the company or impact its core business.
Positives
- NA
Negatives
- NA
Risks
- NA
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding the company's financial performance or strategic outlook.
Industry Context
This filing reports an insider's personal transaction and does not provide information related to broader industry trends or competitive landscape within the coffee bar sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Capital Structure Clarification | LLC Units represent membership units of Black Rock Coffee Holdings, LLC, paired with an equal number of Class C Common Stock shares. Holders can elect redemption for Class A Common Stock (1:1) or cash, at the Issuer's discretion. Upon redemption/exchange, Class C Common Stock is cancelled. | NA | Clarifies the mechanics of the company's multi-class share structure and the conversion/redemption rights associated with LLC Units and Class C Common Stock, which are key aspects of corporate governance related to shareholder rights and capital management. |
| Share Class Conversion Rules | Class C Common Stock is convertible to Class A Common Stock (1:1) or cash at the Issuer's election. It automatically converts to Class B Common Stock upon the earlier of September 15, 2035, or if the Reporting Person's Class C holdings fall below 33% of their September 15, 2025, holdings. | NA | Details the specific conditions and mechanisms governing the conversion of Class C Common Stock, which impacts the voting rights and economic interests of certain shareholders over time, influencing corporate control and governance. |
Related Party Transactions
- The Reporting Person received LLC Units and Class C Common Stock as a beneficiary of the Daniel J. Brand 2021 Trust.
- The Reporting Person gifted LLC Units and Class C Common Stock to NCF Charitable Assets Trust, a donor-advised fund, in which the Reporting Person does not have a pecuniary interest.
Stakeholder Impact
- Shareholders: A minor shift in beneficial ownership of certain share classes, but no direct impact on the company's operational performance or financial health. The gifted shares are subject to a lock-up, limiting immediate market impact.
- Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders as the filing pertains to an insider's personal transaction and not company operations or financial standing.
Next Steps
- Expiration of the 180-day lock-up agreement on the gifted shares, calculated from the date of the final prospectus for the Issuer's Class A Common Stock IPO.
Key Dates
| Date | Description |
|---|---|
| 2025-09-15 | Reference date for Class C Common Stock conversion conditions related to the Reporting Person's aggregate holdings. |
| 2025-12-28 | Date of the reported transactions: receipt of LLC Units and Class C Common Stock, and subsequent gift of these securities. |
| 2025-12-29 | Date the Form 4 was signed. |
Keywords
Black Rock Coffee Bar, BRCB, Form 4, Insider Transaction, Beneficial Ownership, LLC Units, Class C Common Stock, Class B Common Stock, Charitable Gift, Lock-Up Agreement
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