Viking Cake BR, LLC 4
4 · Black Rock Coffee Bar, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Black Rock Coffee (BRCB) 10% Owner Viking Cake BR Sells Shares
What Happened
- Viking Cake BR, LLC (a reported 10% owner, including its subsidiary Viking Cake Fuel, LLC) reported sales on May 15, 2026 of two blocks of 5,809,391 LLC Units / Class C-linked shares (total 11,618,782). The filing lists the trades as sales of derivative-linked securities; the filing’s footnote states the LLC Units and Class C shares were sold for an aggregate amount of $41,698,806.43 (≈ $3.59 per unit when averaged). This was a sale (liquidity/repayment event), not a purchase.
Key Details
- Transaction date: 2026-05-15; Form 4 filed: 2026-05-19 (filed within the required two-business-day window).
- Reported sales: two entries of 5,809,391 units each; combined total = 11,618,782 units.
- Reported aggregate proceeds (footnote): $41,698,806.43 (filing shows per-entry price as N/A).
- Post-transaction shares owned: not stated in the supplied excerpt of the filing.
- Notable footnotes:
- F1–F3: The sold LLC Units represent membership units of Black Rock Coffee Holdings, LLC and corresponding Class C common stock; Class C shares are convertible into Class A one-for-one and may auto-convert to Class B under specified conditions.
- F4: The proceeds reflect payoff/repurchase tied to a Margin Loan Agreement with JPMorgan Chase (not a normal open-market trade of listed shares).
- F5: Holdings are through Viking Cake BR, LLC and its wholly owned subsidiary.
- Transaction type: marked as derivative sale (S), not a simple open-market purchase by an individual insider.
Context
- This filing reflects an institutional/affiliate liquidity event (a 10% owner selling LLC Units/related Class C shares), apparently tied to satisfying margin loan obligations per the footnote—not a standard insider trading signal by an individual executive. Derivative/LLC-unit mechanics and conversion/cancellation rules (F1–F3) mean these units are not identical to straightforward Class A open-market shares; proceeds may reflect loan payoff terms rather than pure market sale price.
Insider Transaction Report
Form 4Exit
Viking Cake BR, LLC
Other
Transactions
- Sale
LLC Units
[F1][F4][F5]2026-05-15−5,809,391→ 0 total(indirect: See footnote)→ Class A Common Stock (5,809,391 underlying) - Sale
Class C Common Stock
[F2][F3][F4][F5]2026-05-15−5,809,391→ 0 total(indirect: See footnote)→ Class A Common Stock (5,809,391 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]The LLC Units and shares of Class C Common Stock were sold for an aggregate purchase price of $41,698,806.43, representing the notional amount, accrued interest, including payment-in-kind interest, and a make-whole amount due under a Margin Loan Agreement with JPMorgan Chase Bank, N.A.
- [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 and Viking Cake Fuel, LLC|2026-05-19