Viking Cake BR, LLC 4
4 · Black Rock Coffee Bar, Inc. · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Black Rock Coffee (BRCB) 10% Owner Viking Cake BR Distributes 5.81M Shares
What Happened
- Viking Cake BR, LLC (a reported 10% owner of Black Rock Coffee Bar, Inc. — ticker BRCB) reported dispositions on March 20, 2026 consisting of 5,809,390 shares of Class C common stock (reported as derivative-linked shares) with a $0.00 per-share price. The filing shows two related entries reflecting a transfer and a distribution tied to Viking Cake BR and its subsidiary Viking Cake Fuel, LLC; no cash was received in these transactions.
Key Details
- Transaction date: March 20, 2026; Form 4 filed March 23, 2026 (timely within the two-business-day window).
- Transaction code: J (other acquisition or disposition) — reported as dispositions at $0.00 (i.e., transfers/distributions, not open-market sales).
- Shares involved: 5,809,390 Class C common shares (listed twice due to related transfers between Viking Cake Fuel, LLC and Viking Cake BR, LLC and subsequent distribution).
- Shares owned after transaction: Not specified in the information provided here.
- Related footnotes: The shares are tied to LLC Units of Black Rock Coffee Holdings, LLC; LLC Units correspond to equal numbers of Class C shares and can generally be redeemed or converted into Class A shares (or, at the issuer’s election in some cases, cash). Class C shares are convertible to Class A one-for-one, and may automatically convert to Class B under certain conditions for co‑founders.
- Insider status: Viking Cake BR, LLC is reported as a 10% owner (an entity), not an individual executive — this is institutional/ownership-level activity, not a routine officer buy/sell.
Context
- These filings reflect internal transfers and distributions of Class C shares tied to membership units rather than open-market sales; proceeds are $0, indicating a non‑cash reorganization/distribution.
- For retail investors, note this type of transaction is different from an insider buying or selling for cash — it often reflects ownership restructuring or distributions to members and does not necessarily signal management trading intent.
Insider Transaction Report
Form 4
Viking Cake BR, LLC
10% Owner
Transactions
- Other
LLC Units
[F1][F4][F5]2026-03-20−5,809,390→ 5,809,391 total(indirect: See footnote)→ Class A Common Stock (5,809,390 underlying) - Other
Class C Common Stock
[F2][F3][F4][F5]2026-03-20−5,809,390→ 5,809,391 total(indirect: See footnote)→ Class A Common Stock (5,809,390 underlying)
Footnotes (5)
- [F1]LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled.
- [F2]The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed.
- [F3]Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) September 15, 2035 and (ii) with respect to Daniel Brand, Jeff Hernandez, Jake Spellmeyer and Bryan Pereboom (collectively, the "Co-Founders"), the date on which the aggregate number of shares of Class C Common Stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by such Co-Founder and certain of their affiliates as of September 15, 2025.
- [F4]On March 20, 2026, (a) Viking Cake Fuel, LLC transferred a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC ("Viking Cake") and (b) Viking Cake distributed a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units in exchange for all of the units of membership interest in Viking Cake of certain of its members.
- [F5]Held by Viking Cake BR, LLC and its wholly-owned subsidiary, Viking Cake Fuel, LLC.
Signature
/s/ Daniel Brand, as manager of Viking Cake BR, LLC|2026-03-23