Brand Daniel Jordan 4
4 · Black Rock Coffee Bar, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Black Rock Coffee Bar (BRCB) Director Daniel Jordan Sells Shares
What Happened
Daniel Jordan, a director of Black Rock Coffee Bar, sold 5,809,391 LLC units and 5,809,391 shares of Class C common stock on May 15, 2026. The filings list the transactions as sales (code S) and as derivative dispositions; the aggregate purchase price for the transactions is reported in the footnotes as $41,698,806.43. The per‑share price is shown as N/A in the Form 4; the footnote (F4) states the amount represents the notional amount, accrued interest and a make‑whole amount due under a margin loan agreement with JPMorgan Chase Bank, N.A.
Key Details
- Transaction date: May 15, 2026. Form 4 filed May 19, 2026 (appears outside the 2 business‑day filing window).
- Transaction type: Sale (S); described as open market or private sale and recorded as derivative dispositions.
- Quantity: 5,809,391 LLC Units and 5,809,391 Class C shares.
- Reported proceeds: Aggregate $41,698,806.43 (footnote F4); per‑share price listed as N/A on the form.
- Shares owned after transaction: Not disclosed in the filing.
- Notable footnotes:
- F1–F3: LLC Units correspond to membership interests in Black Rock Coffee Holdings, LLC and an equal number of Class C shares; LLC Units/Class C shares can be converted or redeemed into Class A shares (one‑for‑one) or, at the issuer’s directors’ election, for cash; Class C shares have conversion mechanics and an automatic conversion trigger described in F2–F3.
- F4: Sale proceeds reflect repayment/settlement of amounts due under a margin loan agreement with JPMorgan.
- F5: The units/shares were held by Viking Cake BR, LLC (and a subsidiary); the reporting person has voting/investment power and disclaims beneficial ownership except to the extent of pecuniary interest.
Context
These entries reflect a sale of an economic interest (LLC Units and corresponding Class C stock) tied to a margin loan repayment, rather than a straightforward open‑market personal liquidity purchase. LLC Units are structurally linked to Class C shares and may be converted or redeemed under the company’s governing terms (see footnotes). Sales to satisfy debt or margin obligations are common and do not necessarily indicate management’s view on company prospects.
Insider Transaction Report
- 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 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]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, for which the Reporting Person has voting and investment power. The Reporting Person disclaims beneficial ownership of the shares held by Viking Cake BR, LLC except to the extent of his pecuniary interest therein.