Cynosure Group, LLC 4

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.