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Black Rock Coffee Bar, Inc.·4

May 19, 8:02 AM ET

Brand Daniel Jordan 4

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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.