Changes in Beneficial Ownership · 4
Black Rock Coffee Bar, Inc.
BRCBNASDAQEQUITYCurrent
Changes in Beneficial Ownership
Structured filing — 4
marketforms-73204.xml
Filing details
- Report period
- 2026-05-15
- Issuer
- Black Rock Coffee Bar, Inc.
- Issuer CIK
- 0002068577
- Trading symbol
- BRCB
Reporting owner 1
- Name
- Cynosure Group, LLC
- Reporting owner CIK
- 0001763409
- Relationship
- Director · 10% owner
- Address
- 111 S. MAIN STREET, SUITE 2350, SALT LAKE CITY, UT, 84111
Reporting owner 2
- Name
- Cynosure Partners 2020, LP
- Reporting owner CIK
- 0001826569
- Relationship
- Director · 10% owner
- Address
- 111 S. MAIN STREET, SUITE 2350, SALT LAKE CITY, UT, 84111
Reporting owner 3
- Name
- Cynosure Partners 2020 PV, LP
- Reporting owner CIK
- 0001840055
- Relationship
- Director · 10% owner
- Address
- 111 S. MAIN STREET, SUITE 2350, SALT LAKE CITY, UT, 84111
Reporting owner 4
- Name
- Cynosure Partners 2020 Co-investment, LLC
- Reporting owner CIK
- 0001844090
- Relationship
- Director · 10% owner
- Address
- 111 S. MAIN STREET, SUITE 2350, SALT LAKE CITY, UT, 84111
Reporting owner 5
- Name
- Cynosure Partners III, LP
- Reporting owner CIK
- 0001951018
- Relationship
- Director · 10% owner
- Address
- 111 S. MAIN STREET, SUITE 2350, SALT LAKE CITY, UT, 84111
Reporting owner 6
- Name
- Cynosure Partners III Offshore, LP
- Reporting owner CIK
- 0002050077
- Relationship
- Director · 10% owner
- Address
- 111 S. MAIN STREET, SUITE 2350, SALT LAKE CITY, UT, 84111
Non-derivative transactions
| Security | Transaction date | Code | Amount | A / D | Price (USD) | Owned after | Ownership | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | 2026-05-15 | P · Form 4 | 12,042,712 | A | 5.35 | 19,915,304 | I | See footnote[F1] |
| Class A Common Stock | 2026-05-15 | P · Form 4 | 1,600,000 | A | 5.35 | 1,916,012 | I | See footnote[F2] |
| Class B Common Stock | 2026-05-15 | J · Form 4 | 119,892 | D | [F3] | 19,795,412 | I | See footnote[F1] |
| Class A Common Stock | 2026-05-15 | C · Form 4 | 119,892 | A | [F4] | 2,035,904 | I | See footnote[F2] |
Table key
- P · Form 4
- Purchase on the market or privately
- A
- Acquired
- I
- Indirect
- J · Form 4
- Other acquisition or disposition; see explanation
- D
- Disposed
- C · Form 4
- Derivative conversion
Derivative transactions
| Security | Conversion / exercise price (USD) | Transaction date | Code | Amount | A / D | Price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Owned after | Ownership | Nature of ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| LLC Units | [F5] | 2026-05-15 | P · Form 4 | 12,042,712 | A | [F5] | [F5] | [F5] | Class A Common Stock | 12,042,712 | 19,915,304 | I | See footnote[F1] |
| LLC Units | [F5] | 2026-05-15 | C · Form 4 | 119,892 | D | [F4] | [F4] | [F4] | Class A Common Stock | 119,892 | 19,795,412 | I | See footnote[F2] |
Table key
- P · Form 4
- Purchase on the market or privately
- A
- Acquired
- I
- Indirect
- C · Form 4
- Derivative conversion
- D
- Disposed
Footnotes
- F1
- Consists of (i) 3,514,041 shares of Class B Common Stock held by Cynosure Partners 2020, LP, (ii) 260,660 shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP, (iii) 660,106 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series A members), (iv) 1,247,093 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series B members), and (v) 14,233,404 shares (or 14,113,512 shares, after giving effect to the transaction described in (3) below) of Class B Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class B Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.↩ 1↩ 2↩ 3
- F2
- Consists of (i) 1,916,012 shares of Class A Common Stock held by Cynosure Partners III Offshore, LP and, after giving effect to the transaction described in (4) below, (ii) 119,892 shares of Class A Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.↩ 1↩ 2↩ 3
- F3
- Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of LLC Units.↩ 1
- F4
- Reflects the conversion of 119,892 LLC Units into Class A Common Stock on a 1-to-1 basis.↩ 1↩ 2↩ 3↩ 4
- F5
- The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date.↩ 1↩ 2↩ 3↩ 4↩ 5
Remarks
Each of the Reporting Persons may be deemed to be a director-by-deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934 by virtue of The Cynosure Group, LLC's current right to nominate an individual to serve on the board of directors of the Issuer (the "Board"), and under which Andrew Braithwaite, a Managing Director of The Cynosure Group, LLC, serves on the Board.
Signature 1
- Signed
- /s/ Andrew Braithwaite, Authorized Signatory
- Date
- 2026-05-19
Signature 2
- Signed
- /s/ Andrew Braithwaite, Authorized Signatory
- Date
- 2026-05-19
Signature 3
- Signed
- /s/ Andrew Braithwaite, Authorized Signatory
- Date
- 2026-05-19
Signature 4
- Signed
- /s/ Andrew Braithwaite, Authorized Signatory
- Date
- 2026-05-19
Signature 5
- Signed
- /s/ Andrew Braithwaite, Authorized Signatory
- Date
- 2026-05-19
Signature 6
- Signed
- /s/ Andrew Braithwaite, Authorized Signatory
- Date
- 2026-05-19