Brand Daniel Jordan 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 Brand Daniel Jordan Transfers 5.8M Shares
What Happened
Brand Daniel Jordan, reported as a 10% owner of Black Rock Coffee Bar, Inc. (BRCB), recorded a disposition on March 20, 2026 of 5,809,390 shares of Class C Common Stock (reported as a derivative disposition at $0 per share). The filing shows two matching entries for 5,809,390 shares (derivative), reflecting transfers among related entities rather than an open-market sale.
Key Details
- Transaction date: March 20, 2026; filing date: March 23, 2026 (filed timely).
- Reported disposition(s): 5,809,390 shares of Class C Common Stock (derivative) at $0.00 per share. Two identical derivative entries appear in the filing.
- Shares owned after the transaction: not specified in the provided filing excerpt.
- Footnote highlights:
- LLC units correspond to membership units of Black Rock Coffee Holdings, LLC and an equal number of Class C shares (F1).
- Class C shares are convertible into Class A shares one-for-one at holder’s election (with issuer option for cash in some cases) (F2).
- Class C shares will automatically convert into Class B shares upon specified conditions or by Sept 15, 2035 (F3).
- The reported transfer: Viking Cake Fuel, LLC transferred 5,809,390 Class C shares and equal LLC units to Viking Cake BR, LLC, and Viking Cake distributed those shares/units in exchange for membership interests of certain members (F4).
- The shares were held by Viking Cake and Viking Cake Fuel, entities for which the reporting person has voting and investment power; the reporting person disclaims beneficial ownership except for any pecuniary interest (F5).
- Transaction code: J (other acquisition or disposition) — indicates a non-standard transfer rather than a market sale.
Context
This filing documents an intra-group transfer/distribution of derivative Class C shares among related entities rather than a public sale. For retail investors, note that these entries reflect entity-level movements and the reporting person’s voting/investment power over those entities; they do not necessarily indicate a personal cash sale or a change in the insider’s economic exposure.
Insider Transaction Report
- 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 the Reporting Person, the date on which the aggregate number of shares of Class C Common Stock held by the Reporting Person or certain of his affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by the Reporting Person and certain of his affiliates as of September 15, 2025.
- [F4]On March 20, 2026, (a) Viking Cake Fuel, LLC ("Viking Cake Fuel") 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 and its wholly-owned subsidiary, Viking Cake Fuel, for which the Reporting Person has voting and investment power. The Reporting Person disclaims beneficial ownership of the shares held by Viking Cake except to the extent of his pecuniary interest therein.