BRCB 10-K & 10-Q changes, risk factors and insider trading
Black Rock Coffee Bar, Inc. · Nasdaq · Retail-Eating & Drinking Places · CIK 2068577 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
New heading “The Board and Sponsor have significant influence over us, which could limit your ability to influence the outcome of matters submitted to shareholders for a vote.”
Largest changes
“The Board and Sponsor have significant influence over us, which could limit your ability to influence the outcome of matters submitted to shareholders for a vote.”see in full comparison
“•any proposed transaction outside of the ordinary course of business that would be required to be disclosed by us pursuant to Item 404 of Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act") be approved by a majority of the members of our Audit Committee;”see in full comparison
“On May 15, 2026, the Company entered into an irrevocable proxy (the “Proxy”) with Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, and Tanya N. Brand 2021 Trust (collectively, the “Proxy Parties”), each of which is or was a Class C common shareholder of the Company. …”see in full comparison
“The Continuing Equity Owners, including our Co-Founders, certain of their affiliates, and our Sponsor, own approximately 55.6% of the LLC Units as of June 30, 2026. Because they hold their ownership interest in our business directly in Black Rock OpCo, rather than through Black Rock Coffee Bar, Inc., the Continuing Equity Owners, including our Co-Founders, certain of their affiliates, and our Sponsor, may have conflicting interests with holders of shares of our Class A common stock. …”see in full comparison
“Upon the earlier of (i) September 15, 2035 and (ii) with respect to each Co-Founder, the date on which the aggregate number of shares of Class C common stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C common stock held by such Co-Founder and certain of their affiliates as of the closing of the IPO, each such holder’s Class C common stock will automatically convert to fully paid non-assessable shares of Class B common stock. …”see in full comparison
“Thus the Board, through the Proxy Parties, who own all of our outstanding Class C common stock as of the date of this Form 10-Q, exercise control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of directors and the size of our Board, any amendment of our amended and restated certificate of formation or amended and restated bylaws or the approval of any merger or other significant corporate transaction, including a sale of substantially all our assets, and continue to have significant control …”see in full comparison
Full comparison: every changed paragraph (14)
In addition to the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 4, 2026. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. ThereExcept for the items noted below, there have been no material changes in the risks affecting the Company since the filing of our Form 10-K, filed with the SEC on March 4, 2026.
The Board and Sponsor have significant influence over us, which could limit your ability to influence the outcome of matters submitted to shareholders for a vote.
Messrs. Hernandez and Brand and certain of their affiliates beneficially own approximately 55.6% of the combined voting power of our Class A common stock, Class B common stock and Class C common stock as of June 30, 2026. Each share of Class A common stock and Class B common stock entitles the holder to one vote per share and each share of Class C common stock entitles the holder to ten votes per share on all matters on which shareholders are entitled to vote generally.
On May 15, 2026, the Company entered into an irrevocable proxy (the “Proxy”) with Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, and Tanya N. Brand 2021 Trust (collectively, the “Proxy Parties”), each of which is or was a Class C common shareholder of the Company. The Proxy Parties are also parties to that certain Voting Agreement (the “Founders Voting Agreement”), dated as of September 11, 2025, by and among the Company, Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-Investment, LLC, Cynosure Partners III, LP, and Cynosure Partners III Offshore, LP, Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, and Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, Tanya N. Brand 2021 Trust, Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Bryan D. Pereboom 2021 Trust, and Nicole R. Pereboom 2021 Trust, Vahalda Fuel, LLC and Aureata Fuel, LLC (collectively, the “Founder Investors”). Pursuant to the Proxy and subject to the terms of the Founders Voting Agreement, the Company, the Chief Executive Officer of the Company and any other designee of the Company have been authorized and empowered by the Proxy Parties to serve as their attorney-in-fact and proxy to vote all shares of the Company’s Class A, Class B or Class C common stock held by the Proxy Parties or over which the Proxy Parties have voting control (the “Covered Shares”) and to exercise all voting, consent and similar rights of the Proxy Parties with respect to the Covered Shares until the later of (a) two years from May 15, 2026 and (b) the termination of the Founders Voting Agreement.
Thus the Board, through the Proxy Parties, who own all of our outstanding Class C common stock as of the date of this Form 10-Q, exercise control over all corporate actions requiring shareholder approval, irrespective of how our other shareholders may vote, including the election and removal of directors and the size of our Board, any amendment of our amended and restated certificate of formation or amended and restated bylaws or the approval of any merger or other significant corporate transaction, including a sale of substantially all our assets, and continue to have significant control over our business, affairs and policies, including the appointment of our management.
Upon the earlier of (i) September 15, 2035 and (ii) with respect to each Co-Founder, the date on which the aggregate number of shares of Class C common stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C common stock held by such Co-Founder and certain of their affiliates as of the closing of the IPO, each such holder’s Class C common stock will automatically convert to fully paid non-assessable shares of Class B common stock. The date on which no shares of Class C common stock are outstanding is referred to as the “Sunset Date”. This concentrated control will limit or preclude the ability of holders of Class A common stock to influence corporate matters for the foreseeable future. The difference in voting rights could adversely affect the value of our Class A common stock by, for example, delaying or deferring a change of control or if investors view, or any potential future purchaser of our company views, the superior voting rights of the Class C common stock to have value.
The Continuing Equity Owners, including our Co-Founders, certain of their affiliates, and our Sponsor, own approximately 55.6% of the LLC Units as of June 30, 2026. Because they hold their ownership interest in our business directly in Black Rock OpCo, rather than through Black Rock Coffee Bar, Inc., the Continuing Equity Owners, including our Co-Founders, certain of their affiliates, and our Sponsor, may have conflicting interests with holders of shares of our Class A common stock. For example, if Black Rock OpCo makes distributions to Black Rock Coffee Bar, Inc., the non-managing members of Black Rock OpCo will also be entitled to receive such distributions pro rata in accordance with their ownership of LLC Units and their preferences as to the timing and amount of any such distributions may differ from those of our public shareholders. The Continuing Equity Owners, including our Co-Founders, certain of their affiliates, and our Sponsor, may also have different tax positions from us that could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the Tax Receivable Agreement that we entered into in connection with the IPO with Black Rock OpCo and the TRA Parties, whether and when to incur new or refinance existing indebtedness and whether and when Black Rock Coffee Bar, Inc. should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration our pre-IPO owners’ tax or other considerations even where no similar benefit would accrue to us.
Neither our shares of Class B common stock nor Class C common stock have economic rights. All of our Class B common stock is held by certain Continuing Equity Owners, including our Sponsor, and all our Class C common stock is held by Messrs. Hernandez and Brand and certain of their affiliates.
Furthermore, for so long as our Sponsor beneficially owns, on a collective basis, at least seven and one-half percent (7.5%) of our outstanding common stock, our amended and restated certificate of formation and amended and restated bylaws require, subject to certain limitations, that:
•the Cynosure Nominee is provided reasonable prior notice of material actions to be taken by the Board by written consent;
•any proposed transaction outside of the ordinary course of business that would be required to be disclosed by us pursuant to Item 404 of Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act") be approved by a majority of the members of our Audit Committee;
•the size of our Board may not be increased to be greater than nine (9) directors without the approval of the Cynosure Nominee; and
•approval of at least 66 2/3% of the Board is required for (i) the incurrence, assumption or guarantee of any indebtedness outside of the ordinary course of business resulting in a net debt leverage ratio exceeding 2.0; (ii) the termination of our Chief Executive Officer; or (iii) material changes to the compensation of any Director.
Our amended and restated certificate of formation also requires us, for so long as our Sponsor beneficially owns, on a collective basis, at least seven and one-half percent (7.5%) of our outstanding common stock, to include one director designated by our Sponsor in the slate of nominees for election as a Class II director, or such other class to which our Sponsor may consent. Subject to certain limitations, our Sponsor has the exclusive right to replace its designee and to fill any vacancy created by reason of death, removal, or resignation of its designee.
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the six months ended June 30, 2026 and 2025”
New heading “Beverage, food and packaging costs”
New heading “Labor and related expenses”
New heading “Occupancy and related expenses”
New heading “Other store operating expenses”
New heading “Selling, general and administrative expenses”
New heading “Depreciation and amortization”
New heading “Pre-opening costs”
New heading “Interest expense, net”
New heading “Other income (expense), net”
New heading “Income tax expense”
Largest changes
Full comparison: every changed paragraph (65)
We are a high-growth operator of guest-centric, drive-thru coffee bars offering premium caffeinated beverages and an elevated in-store experience crafted by our engaging baristas. Black Rock Coffee Bar was founded in 2008 in Beaverton, Oregon, by our co-founders Daniel Brand and Jeff Hernandez. What started as a single 160 square foot coffee bar in 2008 is now one of the fastest growing beverage companies in the United States by revenue and the largest fully company-owned coffee retailer in the country, with 190200 locations spanning seven states as of MarchJune 31,30, 2026, from the Pacific Northwest to Texas.
We were founded as a drive-thru only concept and evolved to include engaging seating areas, which we call “lobbies.” All of our locations include efficient drive-thrus and approximately 75% of our locations include lobbies as of MarchJune 31,30, 2026. We expect most of our new locations to include both drive-thrus and lobbies as we continue to grow. Our modern, inviting store formats—paired with a robust digital platform—allow us to deliver a dynamic and multi-faceted guest experience.
During the three months ended MarchJune 31,30, 2026, we demonstrated another strong execution and meaningful acceleration across the business,quarter supported by total revenue growth, sustained Same Store Sales Growth, and an expansion of our Store-Level Profit Margin. Performance for the quarter reflected progress against our strategic priorities, including deepening customer engagement, strengthening our people-oriented culture, and continuing to expand our marketing presence.
For the three months ended MarchJune 31,30, 2026, we opened 910 net new stores across Colorado, Texas, Arizona, and Oregon,Idaho, bringing our total store count to 190.200. As a result, Total revenue grew 23.7%25.0% for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. Total revenue also saw contribution from 5.2%4.2% Same Store Sales Growth, supported by menu price increases and check growth and lower discounting during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, partially offset by softer transaction volume for the three months ended MarchJune 31,30, 2026.
Income from operations margin decreasedremained toflat 4.8%at 6.5% for the three months ended MarchJune 31,30, 2026 fromcompared 5.0% forto the three months ended MarchJune 31,30, 2025. Further, Store-Level Profit Margin increased to 29.6%30.2% for the three months ended MarchJune 31,30, 2026 from 28.3%29.5% for the three months ended MarchJune 31,30, 2025. The increase in Store-Level Profit Margin was primarily driven by operational discipline, cost management and improving unit-level economics.
As of MarchJune 31,30, 2026 and 2025, there were 144149 stores and 121125 stores, respectively, in our comparable store base.
Comparison of the three months ended MarchJune 31,30, 2026 and 2025
Store revenue increased $10.6$12.6 million, or 23.7%,25.0%, to $55.4$62.9 million for the three months ended MarchJune 31,30, 2026, compared to $44.8$50.3 million for the three months ended MarchJune 31,30, 2025. The increase in store revenue was primarily driven by 3642 Net New Store Openings subsequent to MarchJune 31,30, 2025, which contributed $7.5$9.8 million, in the three months ended MarchJune 31,30, 2026. The increase was also driven by 109 stores opened priorduring tothe Marchsix 31,months ended June 30, 2025 that are not yet in the comparable store base, which contributed an incremental $0.8 million for the three months ended MarchJune 31,30, 2026, in addition to the $2.0$1.8 million these 109 stores contributed for the three months ended MarchJune 31,30, 2025. The remainder of the increase was primarily driven by Same Store Sales Growth of 5.2%,4.2%, whichthat contributed $2.2$2.0 million, which consists of 3.0%,2.4%, or $1.3$1.1 million, from menu price increases, and 2.8%,3.8%, or $1.2$1.8 million, from increased check size for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, partially offset by a decrease of 0.6%,2.0%, or $0.3$0.9 million, as a result of decreased traffic.
Other increased $24$8 thousand, or 52.2%,13.8%, to $70$66 thousand for the three months ended MarchJune 31,30, 2026, compared to $46$58 thousand for the three months ended MarchJune 31,30, 2025. The increase in other was primarily driven by an increase in online and subscription bean sales for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.
Beverage, food and packaging costs increased $2.3 million, or 18.4%,15.6%, to $15.0$17.0 million for the three months ended MarchJune 31,30, 2026, compared to $12.7$14.7 million for the three months ended MarchJune 31,30, 2025. The increase in beverage, food and packaging costs was primarily driven by 3642 Net New Store Openings subsequent to MarchJune 31,30, 2025, which contributed approximately $2.0$2.7 million of incremental expense.
As a percentage of totalTotal revenue, beverage, food and packaging costs decreased for the three months ended MarchJune 31,30, 2026 primarily due to lower discounting and improvements in operating efficiencies.
Labor and related expenses increased $2.1$2.9 million, or 21.8%,27.5%, to $11.5$13.2 million for the three months ended MarchJune 31,30, 2026, compared to $9.4$10.4 million for the three months ended MarchJune 31,30, 2025. The increase in labor and related expenses was primarily driven by 3642 Net New Store Openings subsequent to MarchJune 31,30, 2025, which contributed approximately $1.9$2.4 million in incremental expense, as well as an increase in prevailing wage rates in three of our markets.
As a percentage of totalTotal revenue, labor and related expenses decreasedincreased for the three months ended MarchJune 31,30, 2026 primarily due to oura ongoinghigher effortsconcentration of stores in the early stages of maturation within the non-comparable store base which generally incur higher labor costs relative to improverevenue employeeas retentionstaffing andlevels operationalare efficiency.established ahead of achieving normalized sales volumes.
Occupancy and related expenses increased $1.0$1.2 million, or 26.1%,31.4%, to $4.7$5.1 million for the three months ended MarchJune 31,30, 2026, compared to $3.7$3.9 million for the three months ended MarchJune 31,30, 2025. The increase in occupancy and related expenses was primarily due to 3642 Net New Store Openings subsequent to MarchJune 31,30, 2025, which contributed approximately $1.0$1.2 million in incremental expense.
Other store operating expenses increased $1.5$2.1 million, or 24.7%,31.5%, to $7.8$8.6 million for the three months ended MarchJune 31,30, 2026, compared to $6.2$6.6 million for the three months ended MarchJune 31,30, 2025. The increase in other store operating expenses was primarily driven by increased operating costs associated with 42 Net New Store Openings subsequent to June 30, 2025, higher delivery commissions and merchant processing fees associated with increased sales and transaction volumes, which contributed approximately $0.6$0.5 million of incremental expenseexpense, and increasedan operatingincrease costsin associatedrepairs withand 36maintenance Netwhich Newcontributed Store$0.4 Openingsmillion subsequentof toincremental March 31, 2025.expense.
As a percentage of Total revenue, other store operating expenses increased for the three months ended June 30, 2026 primarily due to higher property taxes, software subscription costs primarily driven by vendor price increases and higher repair and maintenance expenses, partially offset by lower merchant processing fees as a percentage of revenue.
Selling, general, and administrative expenses increased $2.4$1.9 million, or 34.3%,24.7%, to $9.2$9.8 million for the three months ended MarchJune 31,30, 2026, compared to $6.9$7.9 million for the three months ended MarchJune 31,30, 2025. The increase in selling, general, and administrative expenses was primarily driven by a $0.9$1.1 million increase in equity-based compensation, $0.8 million increase in our corporate payroll expenses as a result of increased headcount to support expected future growth and strategic initiatives, $0.7and $0.9 million of incremental public company costs and an increased investment in marketing which contributed $0.4 million of incremental expense for the three months ended March 31, 2026. The remainder of the increase was primarily driven by a $1.2 million increase in equity-based compensation,costs, partially offset by $1.1$1.5 million of IPO-related expenses incurred during the three months ended MarchJune 31,30, 2025.
Depreciation and amortization increased $0.6$1.0 million, or 19.8%,33.6%, to $3.5$3.9 million for the three months ended MarchJune 31,30, 2026, compared to $2.9 million for the three months ended MarchJune 31,30, 2025. The increase in depreciation and amortization was primarily driven by 3642 Net New Store Openings subsequent to MarchJune 31,30, 2025.
Pre-opening costs increased $0.4 million, or 51.5%,48.5%, to $1.1$1.3 million for the three months ended MarchJune 31,30, 2026, compared to $0.7$0.8 million for the three months ended MarchJune 31,30, 2025. The increase in pre-opening costs was primarily a result of increased wages and team costs as a result of 46 more Net New Store Openings for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.
Interest expense, net decreased $2.6 million, or 86.1%,83.1%, to $0.4$0.5 million for the three months ended MarchJune 31,30, 2026, compared to $3.0$3.1 million for the three months ended MarchJune 31,30, 2025. The decrease in interest expense, net was primarily driven by repaying all outstanding borrowings under the Prior Credit Facility and entering into the New Credit Facilities, which carry a lower interest rate and less outstanding borrowings when compared to the Prior Credit Facility.
The increasedecrease of $337$0.8 thousandmillion in other expense, net to $352$0.3 thousandmillion for the three months ended MarchJune 31,30, 2026 from $15$1.1 thousandmillion of expense for the three months ended MarchJune 31,30, 2025 was primarily driven $351by thousand$1.1 million of capital restructuring fees incurred during the three months ended June 30, 2025, partially offset by $0.3 million of remeasurement expense related to the TRA liability incurred during the three months ended MarchJune 31,30, 2026.
Income tax expense was an immaterial amount for each of the three months ended MarchJune 31,30, 2026 and 2025.
Comparison of the six months ended June 30, 2026 and 2025
The following table summarizes our results of operations for the periods presented below:
Store revenue
Store revenue increased $23.2 million, or 24.4%, to $118.3 million for the six months ended June 30, 2026, compared to $95.1 million for the six months ended June 30, 2025. The increase in store revenue was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025, which contributed $16.4 million, in the six months ended June 30, 2026. The increase was also driven by 9 stores opened during the six months ended June 30, 2025 that are not yet in the comparable store base, which contributed an incremental $2.5 million for the six months ended June 30, 2026, in addition to the $2.4 million these 9 stores contributed for the six months ended June 30, 2025. The remainder of the increase was primarily driven by Same Store Sales Growth of 4.7%, which contributed $4.2 million, which consists of 2.7%, or $2.4 million, from menu price increases, and 3.3%, or $3.0 million, from increased check size for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, partially offset by a decrease of 1.4%, or $1.2 million, as a result of decreased traffic.
Other
Other increased $32 thousand, or 30.8%, to $136 thousand for the six months ended June 30, 2026, compared to $104 thousand for the six months ended June 30, 2025. The increase in other was primarily driven by an increase in online and subscription bean sales for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Beverage, food and packaging costs
Beverage, food and packaging costs increased $4.6 million, or 16.9%, to $32.0 million for the six months ended June 30, 2026, compared to $27.4 million for the six months ended June 30, 2025. The increase in beverage, food and packaging costs was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025, which contributed approximately $4.4 million of incremental expense.
As a percentage of Total revenue, beverage, food and packaging costs decreased for the six months ended June 30, 2026 primarily due to lower discounting and improvements in operating efficiencies.
Labor and related expenses
Labor and related expenses increased $4.9 million, or 24.8%, to $24.7 million for the six months ended June 30, 2026, compared to $19.8 million for the six months ended June 30, 2025. The increase in labor and related expenses was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025, which contributed approximately $4.1 million in incremental expense, as well as an increase in prevailing wage rates in three of our markets.
Occupancy and related expenses
Occupancy and related expenses increased $2.2 million, or 28.7%, to $9.8 million for the six months ended June 30, 2026, compared to $7.6 million for the six months ended June 30, 2025. The increase in occupancy and related expenses was primarily due to 42 Net New Store Openings subsequent to June 30, 2025, which contributed approximately $2.1 million in incremental expense.
Other store operating expenses
Other store operating expenses increased $3.6 million, or 28.2%, to $16.4 million for the six months ended June 30, 2026, compared to $12.8 million for the six months ended June 30, 2025. The increase in other store operating expenses was primarily driven by increased operating costs associated with 42 Net New Store Openings subsequent to June 30, 2025, higher delivery commissions and merchant processing fees associated with increased sales and transaction volumes, which contributed approximately $1.1 million, and an increase in repairs and maintenance which contributed $0.4 million of incremental expense.
As a percentage of Total revenue, other store operating expenses increased for the six months ended June 30, 2026 primarily due to higher software subscription costs primarily driven by vendor price increases and higher property taxes, partially offset by lower merchant processing fees as a percentage of revenue.
Selling, general and administrative expenses
Selling, general, and administrative expenses increased $4.3 million, or 29.2%, to $19.0 million for the six months ended June 30, 2026, compared to $14.7 million for the six months ended June 30, 2025. The increase in selling, general, and administrative expenses was primarily driven by a $2.3 million increase in equity-based compensation, $1.7 million increase in our corporate payroll expenses as a result of increased headcount to support expected future growth and strategic initiatives, $1.8 million of incremental public company costs and an increased investment in marketing which contributed $0.6 million of incremental expense for the six months ended June 30, 2026, partially offset by $2.6 million of IPO-related expenses incurred during the six months ended June 30, 2025.
Depreciation and amortization
Depreciation and amortization increased $1.6 million, or 26.8%, to $7.4 million for the six months ended June 30, 2026, compared to $5.8 million for the six months ended June 30, 2025. The increase in depreciation and amortization was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025.
Pre-opening costs
Pre-opening costs increased $0.8 million, or 49.9%, to $2.3 million for the six months ended June 30, 2026, compared to $1.6 million for the six months ended June 30, 2025. The increase in pre-opening costs was primarily a result of increased wages and team costs as a result of 10 more Net New Store Openings for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Interest expense, net
Interest expense, net decreased $5.2 million, or 84.6%, to $0.9 million for the six months ended June 30, 2026, compared to $6.2 million for the six months ended June 30, 2025. The decrease in interest expense, net was primarily driven by repaying all outstanding borrowings under the Prior Credit Facility and entering into the New Credit Facilities, which carry a lower interest rate and less outstanding borrowings when compared to the Prior Credit Facility.
Other income (expense), net
The decrease of $0.5 million in other expense, net to $0.6 million for the six months ended June 30, 2026 from $1.1 million for the six months ended June 30, 2025 was due to $1.1 million of capital restructuring fees incurred during the six months ended June 30, 2025, partially offset by $0.6 million of remeasurement expense related to the TRA liability incurred during the six months ended June 30, 2026.
Income tax expense
Income tax expense was an immaterial amount for each of the six months ended June 30, 2026 and 2025.
(2)For the three months ended MarchJune 31,30, 2026,2026 and 2025, includes non-recurring legal fees. For the three months ended March 31, 2025, includes legal costs, offset by insurance proceeds.costs.
(3)Non-recurring professional service costs.
(1)Includes non-recurring professional service fees and executive compensation related to our IPO.
(2)For the six months ended June 30, 2026, includes non-recurring legal costs. For the six months ended June 30, 2025, includes legal costs, offset by insurance proceeds.
In addition, we may require additional capital resources to execute strategic initiatives to grow our business in the future. We believe, however, that cash provided by operating activities and existing cash on hand, together with remaining amounts available under our New Credit Facilities and collections of tenant improvement allowances, will be sufficient to satisfy our anticipated cash requirements for the next twelve months and the foreseeable future, including our expected capital expenditures for expansion of our store base and production facilities,facilities and other growth and strategic initiatives, incremental public company costs, debt service requirements, Tax Receivable Agreement obligations, operating lease obligations, and working capital obligations. See Note 6 (– Long-Term Debt),Debt, Note 7 (Leases)– Leases, and Note 10 (– Income Taxes and Tax Receivable Agreement) to our condensed consolidated financial statements included elsewhere in this Form 10-Q for more information. Our sources of liquidity could be affected by factors described in Part I, Item 1A "Risk Factors" in our 10-K, and risk factors described in Part II, Item 1A “Risk Factors” and elsewhere in this Form 10-Q, depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all.
We had cash and cash equivalents of $20.0$16.0 million and $28.4 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.
The increase in net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, was primarily driven by an increase in revenue due to 3642 Net New Store Openings subsequent to MarchJune 31,30, 2025 and Same Store Sales Growth of 5.2%,4.7%, as well as improved operating performance as a result of improved operating efficiency and working capital management. Operating cash flows for the three months ended March 31, 2025 benefited from cash generated from 5 Net New Store Openings and Same Store Sales Growth of 9.2%.
The increase in net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, was primarily driven by increased investments in capital expenditures as a result of Net New Store Openings and our growing development pipeline. Net cash used in investing activities during the three months ended March 31, 2025 was primarily driven by investments in capital expenditures to support our development pipeline and Net New Store Openings.
The decrease in net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, was primarily driven by $10.0$16.0 million in borrowings on long-term debt forand $3.4 million in payments related to the threeredemption of ownership interests during the six months ended MarchJune 31,30, 2025, partially offset by $1.5the collection of $2.7 million in tenant improvement allowances collected associated with certain reverse build-to-suit arrangements during the threesix months ended MarchJune 31,30, 2026.
Material cash requirements from known contractual obligations arising in the normal course of business primarily consist of operating lease obligations, long-term debt and purchase obligations. In addition, we expect that we will require significant cash to make payments under the Tax Receivable Agreement, and we are currently unable to estimate the amounts and timing of the payments that may be due thereunder. The following table summarizes our current and long-term material cash requirements as of MarchJune 31,30, 2026:
BRCB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 5 Form 4 filings (4 insiders, 4 trade dates, 13,698,923 shares, about $73.4M) and open-market sales in 0 filings. Net open-market shares: 13,698,923 (purchases minus sales); net value about $73.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-27 | Cashman Kristina K |
Grant/award | 10,739 | — | — |
| 2026-05-27 | Goldsmith-Grover Sarah |
Grant/award | 8,949 | — | — |
| 2026-05-27 | Federico Richard L |
Grant/award | 10,739 | — | — |
| 2026-05-27 | Braithwaite Andrew Robert |
Grant/award | 8,949 | — | — |
| 2026-05-27 | Brand Daniel Jordan |
Grant/award | 10,739 | — | — |
| 2026-05-27 | Hernandez Jeffrey Robert |
Grant/award | 10,739 | — | — |
| 2026-05-22 | Geyer Clay Howard |
Open-market purchase | 8 | $6.90 | $55 |
| 2026-05-22 | Geyer Clay Howard |
Open-market purchase | 925 | $6.86 | $6.3K |
| 2026-05-21 | Geyer Clay Howard |
Open-market purchase | 45,080 | $6.51 | $293.5K |
| 2026-05-20 | Schmidt Michael Ryan |
Open-market purchase | 7,100 | $6.98 | $49.6K |
| 2026-05-20 | Wegener-Beyer Jessica Michele |
Open-market purchase | 3,098 | $6.46 | $20.0K |
| 2026-05-15 | Cynosure Partners 2020, Lp |
Open-market purchase | 1,600,000 | $5.35 | $8.6M |
| 2026-05-15 | Cynosure Partners 2020, Lp |
Other | 119,892 | — | — |
| 2026-05-15 | Cynosure Partners 2020, Lp |
Open-market purchase | 12,042,712 | $5.35 | $64.4M |
| 2026-05-15 | Cynosure Partners 2020, Lp |
Conversion | 119,892 | — | — |
| 2026-05-14 | Vingo Jon Patrick Jr. |
Grant/award | 52,374 | — | — |
Well-known investors holding BRCB (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Soros Fund Management | 2026-06-30 | 322,760 | $4.2M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 395,284 | $3.3M | 0.0% | Added 38% |
| Renaissance Technologies | 2026-06-30 | 368,620 | $3.1M | 0.0% | Added 78% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 252,476 | $2.1M | 0.0% | Reduced 67% |
| Millennium Management (Israel Englander) | 2026-06-30 | 217,809 | $1.8M | 0.0% | Added 1898% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 70,486 | $584.3K | 0.0% | Reduced 12% |