8-KFiled Aug 23, 8:00 PM ET

BRC Inc. Announces 1-for-10 Reverse Stock Split for Class A & B

$BRCC · BRC Inc.

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BRC Inc. Announces 1-for-10 Reverse Stock Split for Class A & B

What Happened

  • BRC Inc. (BRCC) filed an 8‑K on Aug 24, 2026 announcing that it effected a 1‑for‑10 reverse stock split of its Class A common stock (effective Aug 21, 2026 at 5:01 p.m. ET) and a 1‑for‑10 reverse stock split of its Class B common stock (effective Aug 21, 2026 at 5:02 p.m. ET).
  • The Class A common stock is expected to begin trading on a split‑adjusted basis on the NYSE at the start of trading on Aug 24, 2026 under the existing ticker “BRCC.” The new CUSIP for Class A following the split is 05601U204.

Key Details

  • Reverse split ratio: 1‑for‑10 for both Class A and Class B shares; Board approved the final 1‑for‑10 ratio on Aug 7, 2026 (Class A split range had been authorized 1‑for‑10 to 1‑for‑50 at the May 28, 2026 annual meeting).
  • Class B split was pre‑approved by holders of a majority of Class B shares via written consent on Apr 10, 2026 and is contingent on the Class A split occurring at the same ratio.
  • No fractional shares will be issued. Continental Stock Transfer & Trust will aggregate and sell fractional Class A shares and pay cash to holders; Class B fractional holders will be paid cash based on $0.88 (Class A closing price on Aug 21, 2026) times their fractional share.
  • The reverse split applies to shares underlying stock options, restricted stock units, performance stock units and other convertible/incentive units, and the number of shares available under equity incentive plans will be proportionately adjusted. The number of authorized shares and par value remain unchanged.

Why It Matters

  • A reverse stock split reduces the number of shares outstanding and increases the per‑share price proportionally; it does not change each holder’s percentage ownership except for cash-outs of fractional shares.
  • For investors, expect a higher reported share price and fewer outstanding shares after Aug 21, 2026; trading will reflect the split on the NYSE beginning Aug 24, 2026. The treatment of fractional shares results in small cash payments rather than fractional share holdings.
  • The split also changes the share counts used in equity compensation plans and for outstanding awards, which can affect reported per‑share metrics and dilution calculations going forward.