UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1218, 2026

Black Rock Coffee Bar, Inc.

(Exact name of registrant as specified in its charter)


Texas	001-42844	33-5053729
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

9170 E. Bahia Drive, Suite 101

Scottsdale, AZ 85260

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (458) 256-9668

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, $0.00001 par value per share

BRCB

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On March 1218, 2026, ~~the~~Black ~~Audit~~Rock ~~Committee~~Coffee Bar, Inc. (the “~~Audit Committee~~Company”) ofentered into an irrevocable proxy (the ~~Board~~“Proxy”) ofwith ~~Directors~~Jacob ofV. ~~Black~~Spellmeyer ~~Rock~~2021 ~~Coffee~~Trust, ~~Bar~~Juliet A. Spellmeyer 2021 Trust, ~~Inc~~Bryan D. Pereboom 2021 Trust, and Nicole R. Pereboom 2021 Trust (collectively, the “~~Company~~Proxy Parties”), ~~approved~~each ~~the~~of ~~dismissal~~which ofis ~~KPMG~~a ~~LLP~~Class ~~(“KPMG”)~~C ascommon shareholder of the Company’s. ~~independent~~The ~~registered~~Proxy ~~public~~Parties ~~accounting~~are ~~firm~~also parties to that certain Voting Agreement, ~~effective~~dated ~~immediately~~as of September 11, 2025, by and among the Company, ~~subsequently~~Viking ~~notified~~Cake ~~KPMG~~Fuel, ofLLC, Viking Cake Fuel II, LLC, and the ~~dismissal~~other parties thereto (the “Voting Agreement”).

~~The~~Pursuant ~~reports~~to the Proxy and subject to the terms of ~~KPMG~~the onVoting Agreement, the ~~consolidated~~Company, ~~financial~~the ~~statements~~Chief Executive Officer of the Company and ~~its~~any ~~subsidiaries~~other asdesignee of the Company have been authorized and ~~for~~empowered by the ~~years~~Proxy ~~ended~~Parties ~~December~~to ~~31,~~serve ~~2025~~as their attorney-in-fact and ~~2024~~proxy ~~did~~to ~~not~~vote ~~contain~~all anshares ~~adverse~~of ~~opinion~~the Company’s Class A, Class B or aClass ~~disclaimer~~C ofcommon ~~opinion~~stock ~~and~~held ~~were~~by ~~not~~the ~~qualified~~Proxy Parties or ~~modified~~over aswhich the Proxy Parties have voting control (the “Covered Shares”) and to ~~uncertainty~~exercise all voting, ~~audit~~consent ~~scope~~and similar rights of the Proxy Parties with respect to the Covered Shares until the later of (a) two years from March 18, or2026 ~~accounting~~and ~~principles~~(b) the termination of the Voting Agreement.

~~During~~The ~~the~~foregoing ~~years~~description ~~ended December 31, 2025 and 2024 and during the subsequent interim period through March 12, 2026 there were no (i) disagreements within the meaning~~ of ~~Item 304(a)(1)(iv) of Regulation S-K between~~ the ~~Company~~Proxy ~~and~~does ~~KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if~~ not ~~resolved~~purport to ~~KPMG’s~~be ~~satisfaction,~~complete ~~would~~and ~~have~~is ~~caused~~qualified ~~KPMG to make reference thereto~~ in ~~their~~its ~~reports~~entirety onby ~~the~~reference ~~consolidated~~to ~~financial statements for such years, or (ii) “reportable events” within~~ the ~~meaning~~full oftext ~~Item 304(a)(1)(v)~~ of ~~Regulation S-K, except for~~ the ~~material weaknesses in the Company’s internal control over financial reporting identified for the year ended December 31~~Proxy, ~~2024 as disclosed in the Company’s final prospectus, dated September 15, 2025 (the “Final Prospectus”),~~ which ~~related~~is toattached ~~(i)~~hereto ~~lack~~as ofExhibit segregation of duties surrounding journal entries without sufficient compensating controls to ensure journal entries are appropriately reviewed and approved by an independent user other than the preparer with an appropriate level of supervision and (ii) ineffective controls over the identification and accurate initial recognition of leases10.1 ~~The Audit Committee,~~ and ~~the~~incorporated ~~Board~~herein ~~prior~~by to the creation of the Audit Committee, discussed the material weaknesses in the Company’s internal control over financial reporting with KPMG and has authorized KPMG to respond fully to the inquiries of Deloitte & Touche LLP (“Deloitte”) concerning such material weaknessesreference.

The Company provided KPMG with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of such letter provided by KPMG, dated March 13, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On March 12, 2026, the Audit Committee approved the engagement of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2026, effective immediately. During the Company’s two most recent years ended December 31, 2025 and 2024, and during the subsequent interim period through March 12, 2026, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
16.1						Letter from KPMG LLP dated March 13, 2026.
10.1						Irrevocable Proxy, dated March 18, 2026.
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLACK ROCK COFFEE BAR, INC.
Date: March 13, 2026	By:	/s/ Samuel J. Seiberling
Date: March 20, 2026	By:	/s/ Samuel J. Seiberling
		Samuel J. Seiberling
		Chief Legal Officer

Filing Compare · Black Rock Coffee Bar, Inc.