Hernandez Jeffrey Robert 4
4 · Black Rock Coffee Bar, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Black Rock Coffee (BRCB) Director Jeffrey Hernandez Sells 5.8M Shares
What Happened
- Jeffrey Robert Hernandez, a director of Black Rock Coffee Bar, Inc. (BRCB), disposed of 5,809,391 derivative securities (LLC Units and corresponding Class C common shares) on May 15, 2026. The filing lists the transaction as a sale (S) of derivative securities; no per-share sale price is reported. Footnote disclosure states the LLC Units and Class C shares were sold for an aggregate amount of $41,698,806.43 in connection with satisfying a margin loan with JPMorgan Chase Bank, N.A.
Key Details
- Transaction date: 2026-05-15; Form 4 filed: 2026-05-19 (timely within required period).
- Transaction type: Sale of derivative securities (LLC Units and Class C common stock); reported as open market or private sale.
- Shares sold: 5,809,391 (reported twice in the filing reflecting the LLC Units and related Class C shares); per-share price: N/A; aggregate proceeds per footnote: $41,698,806.43.
- Shares owned after transaction: Not specified in the provided filing summary.
- Notable footnotes:
- F1–F3: LLC Units represent membership units of the OpCo and an equal number of Class C shares; Class C shares can convert to Class A (holder election) or may be converted/cancelled under issuer election; automatic conversion to Class B occurs on certain conditions/dates.
- F4: Sale proceeds represent the notional amount, accrued interest and a make-whole amount under a Margin Loan Agreement with JPMorgan.
- F5: Securities were held by Viking Cake BR, LLC and its subsidiary (entities for which Hernandez has voting/investment power); Hernandez disclaims beneficial ownership except to the extent of pecuniary interest.
Context
- These were derivative/security-unit dispositions tied to LLC Units and Class C common stock and were disclosed as part of satisfying a margin loan — a financing-related sale rather than a simple open‑market personal sell for liquidity. Derivative/LLC Unit mechanics mean the sold interests had special conversion/repurchase features (see footnotes), which can make these transactions different from ordinary common‑stock trades. Sales do not necessarily indicate a change in the insider’s view of the company’s prospects.
Insider Transaction Report
Form 4
Hernandez Jeffrey Robert
Director10% Owner
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 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.
Signature
/s/ Jeffrey Hernandez|2026-05-19