Cynosure Group, LLC 4
4 · Black Rock Coffee Bar, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
BRCB 10% Owner Cynosure Group Buys $73M of Stock
What Happened
Cynosure Group, LLC — a reported 10% holder of Black Rock Coffee Bar, Inc. (BRCB) — made large purchases on May 15, 2026 and also converted LLC units into common stock. The group acquired 12,042,712 shares at $5.35 each (≈ $64.43M) and 1,600,000 shares at $5.35 each (≈ $8.56M), for a total cash outlay of about $72.99M. Separately, 119,892 LLC Units were converted into Class A Common Stock on a 1-for-1 basis; related bookkeeping entries show cancellation/forfeiture of Class B shares in connection with that conversion.
Key Details
- Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (appears to be filed late).
- Purchases: 12,042,712 shares @ $5.35 = $64,428,509; 1,600,000 shares @ $5.35 = $8,560,000. Total ≈ $72,988,509.
- Conversion: 119,892 LLC Units converted 1:1 into Class A Common Stock (footnote F4); corresponding Class B shares were cancelled for no consideration (F3).
- Shares owned after transactions (per footnotes and giving effect to conversions and purchases): approximately 15,678,616 Class A shares and 19,795,412 Class B shares — total ≈ 35.47M shares (reporting persons are the manager with sole voting/investment power over these positions).
- Corporate/insider note: Cynosure Group is the manager of several affiliated entities listed in the footnotes; Andrew Braithwaite (Managing Director) serves on BRCB’s board by deputization.
- No 10b5-1 plan, tax-withholding, or cashless-sale language reported in the filing.
Context
- This is a large institutional purchase by a 10% owner (not an individual officer exercising options). Large purchases like this are often of interest to retail investors because they signal significant institutional accumulation, but they do not, by themselves, prove future company performance.
- The conversion of LLC Units into Class A stock is a structural/ownership change (1:1 conversion and cancellation of Class B shares), not an option exercise/sale for cash.
- The filing date (May 19) is after the trade date (May 15); late Form 4s can be administrative but are required to be timely under Section 16.
Insider Transaction Report
Form 4
Cynosure Group, LLC
Director10% Owner
Transactions
- Purchase
Class B Common Stock
[F1]2026-05-15$5.35/sh+12,042,712$64,428,509→ 19,915,304 total(indirect: See footnote) - Purchase
Class A Common Stock
[F2]2026-05-15$5.35/sh+1,600,000$8,560,000→ 1,916,012 total(indirect: See footnote) - Other
Class B Common Stock
[F3][F1]2026-05-15−119,892→ 19,795,412 total(indirect: See footnote) - Conversion
Class A Common Stock
[F4][F2]2026-05-15+119,892→ 2,035,904 total(indirect: See footnote) - Purchase
LLC Units
[F5][F1]2026-05-15+12,042,712→ 19,915,304 total(indirect: See footnote)→ Class A Common Stock (12,042,712 underlying) - Conversion
LLC Units
[F5][F4][F2]2026-05-15−119,892→ 19,795,412 total(indirect: See footnote)→ Class A Common Stock (119,892 underlying)
Footnotes (5)
- [F1]Consists of (i) 3,514,041 shares of Class B Common Stock held by Cynosure Partners 2020, LP, (ii) 260,660 shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP, (iii) 660,106 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series A members), (iv) 1,247,093 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series B members), and (v) 14,233,404 shares (or 14,113,512 shares, after giving effect to the transaction described in (3) below) of Class B Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class B Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
- [F2]Consists of (i) 1,916,012 shares of Class A Common Stock held by Cynosure Partners III Offshore, LP and, after giving effect to the transaction described in (4) below, (ii) 119,892 shares of Class A Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
- [F3]Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of LLC Units.
- [F4]Reflects the conversion of 119,892 LLC Units into Class A Common Stock on a 1-to-1 basis.
- [F5]The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date.