Engaged Capital LLC 4

What Happened

• Glenn W. Welling, a director of BRC Inc. (BRCC) and a reported member of a >10% Section 13(d) group, was awarded 80,645 restricted stock units (RSUs) under BRC’s 2022 Omnibus Incentive Plan on 2026-06-01.
• The RSUs were granted at $0.00 per unit (i.e., no cash consideration). Each RSU represents a contingent right to receive one share of Class A common stock upon settlement.

Key Details

• Transaction date: 2026-06-01; Form 4 filed: 2026-06-03.
• Transaction type/code: A (Grant/Award). Price per unit reported: $0.00. Total units: 80,645.
• Shares owned after transaction: Not specified in the Form 4 excerpt provided.
• Notable footnotes:
  • F1: This Form 4 is a joint filing by Engaged Capital entities and Mr. Welling; they may be part of a Section 13(d) group owning >10% of BRC. Mr. Welling is a director and disclaims beneficial ownership except to the extent of pecuniary interest.
  • F2: The award is RSUs that vest on the first anniversary of the grant; each RSU converts to one share on settlement for no consideration.
  • F3/F4: Explain the ownership attribution among Engaged Capital Flagship Master, its adviser/manager entities, and the Welling Family Trust.
• Filing timeliness: Form filed 2026-06-03 reporting a 2026-06-01 grant; no late-filing flag indicated in the provided data.

Context

• RSU awards are compensation/retention vehicles and do not represent an open-market purchase (less direct as a bullish signal than an outright purchase). These RSUs will only become shares if and when they vest and are settled (vest date per footnote: ~one year after grant).
• Because Mr. Welling is reported as part of a >10% Section 13(d) group and is affiliated with investment entities, this filing reflects both his director role and institutional ownership structure rather than a simple personal trade.