Brilliant Earth Group, Inc. 8-K

What Happened

• Brilliant Earth Group, Inc. announced on December 22, 2025 that its reincorporation from the State of Delaware to the State of Nevada became effective at 4:01 p.m. Eastern Time. The company filed the required certificates/articles of conversion with the Delaware and Nevada Secretaries of State.
• As of the Effective Time, the company’s governance moved from Delaware law and its prior Delaware charter/bylaws to Nevada law and the company’s Nevada articles of incorporation and Nevada bylaws. The reincorporation did not change the company’s business, management, offices, employees, assets, liabilities or net worth (other than reincorporation-related costs).
• All outstanding shares of Class A, B, C and D common stock converted automatically on a 1:1 basis to the same respective classes of Nevada common stock (same par value). Stockholders do not need to exchange certificates. Equity awards (RSUs, options, rights) were assumed and continue under the same terms (options keep the same per-share exercise price). The company’s Class A common stock continues to trade on Nasdaq under the symbol “BRLT.”

Key Details

• Effective date/time: December 22, 2025 at 4:01 p.m. Eastern Time.
• Share conversion: each outstanding share of Delaware Class A/B/C/D common stock converted 1:1 into the corresponding Nevada-class share (par value $0.0001).
• Equity awards: outstanding restricted stock units, options and rights continued unchanged and became awards of the Nevada corporation; options’ per-share exercise price was not adjusted.
• Certain stockholder rights were changed by the reincorporation; the company filed an Information Statement on November 10, 2025 with more details.

Why It Matters

• The corporate home and governing law changed from Delaware to Nevada, which affects which state statutory and case law governs corporate governance and certain shareholder rights. The filing confirms the operational business, listing (Nasdaq: BRLT), and equity award economics remain intact.
• Investors should review the company’s November 10, 2025 Information Statement and the filed Nevada charter/bylaws to understand the specific changes to shareholder rights and governance that resulted from the conversion.