BRCB 8-K
Black Rock Coffee Bar, Inc. (BRCB)
8-K
2026-05-20
For: 2026-05-15
View Original
Added on
May 20, 2026
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): May 15, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement
On May 15, 2026, Black Rock Coffee Bar, Inc. (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, the Cynosure Investors (as defined below), 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.
Also on May 15, 2026, the Company entered into Amendment No. 1 to Registration Rights Agreement of Black Rock Coffee Bar, Inc. (the “Registration Rights Agreement Amendment”) with the other parties signatory thereto pursuant to which the number of Demand Registration Requests (as defined therein) that the Cynosure Investors (as defined therein) may request was increased from three to four.
The foregoing descriptions of the Proxy and the Registration Rights Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Proxy and the Registration Rights Agreement Amendment which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
On May 15, 2026, the Company entered into a Termination Agreement (the “Termination Agreement”) with 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 (collectively, the “Cynosure Investors”) and the Founder Investors, pursuant to which the Voting Agreement (the “Cynosure Voting Agreement”), dated as of September 11, 2025, by and among the Cynosure Investors, the Company and the other parties thereto was terminated, effective as of May 15, 2026.
The Company entered into the Cynosure Voting Agreement with the Cynosure Investors in connection with the Company’s initial public offering. Pursuant to the Cynosure Voting Agreement, and subject to the exceptions that were set forth therein, The Cynosure Group, LLC and its affiliates (the “Sponsor”), for so long as it had the right to nominate a director to the Company’s board of directors (the “Board”), agreed to vote its shares of common stock in favor of the election of the Company’s co-founders, Daniel Brand, Jeff Hernandez, Jake Spellmeyer, and Bryan Pereboom, who were nominated for election to the Board. The Termination Agreement was entered into in connection with certain entities associated with the Sponsor purchasing certain shares of the Company’s common stock from entities and trusts associated with the Company’s co-founders.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 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: May 20, 2026 | By: | /s/ Samuel J. Seiberling | ||||||
| Samuel J. Seiberling | ||||||||
| Chief Legal Officer | ||||||||
IRREVOCABLE PROXY
The undersigned shareholder of Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints the Company, the Chief Executive Officer of the Company and any other designee of the Company, and each of them individually, until the later of (i) two years from the date hereof and (ii) the termination of the Voting Agreement (as defined below) (the “Expiration”), as the sole and exclusive attorneys-in-fact and proxies of the undersigned with full power of substitution and resubstitution, to vote and exercise all voting and related rights with respect to, and to grant a consent or approval in respect of (in each case, to the fullest extent that the undersigned is entitled to do so), all of the shares of Class A common stock, Class B common stock or Class C common stock of the Company that the undersigned owns or over which it has voting control (the “Covered Shares”), upon the terms set forth therein.
Reference is made to the Voting Agreement, dated as of September 11, 2025, by and among the Company and Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, 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 Pereboom 2021 Trust (the “Voting Agreement”), which was created under Section 6.252 of the Texas Business Organizations Code. Subject to the terms of the Voting Agreement, any and all prior proxies heretofore given by the undersigned with respect to any of the undersigned’s Covered Shares are hereby revoked and the undersigned hereby covenants and agrees not to grant any subsequent proxies with respect to the voting rights of any of the undersigned’s Covered Shares until the Expiration.
Subject to the terms of the Voting Agreement, the attorneys-in-fact and proxies named above or designated by the Company are hereby authorized and empowered by the undersigned at any time after the date hereof and prior to the Expiration to act as the undersigned’s attorney-in-fact and proxy to vote the undersigned’s Covered Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the undersigned’s Covered Shares (including, without limitation, the power to execute and deliver written consents), at every annual or special meeting of shareholders of the Company, including any adjournment or postponement thereof, and in every written consent in lieu of such a meeting. For the avoidance of doubt, this Irrevocable Proxy shall in no way limit (x) the undersigned’s ability to dispose or otherwise transfer the Covered Shares or (y) the ability of any pledgee of the Covered Shares to redeem, exchange or dispose or otherwise transfer such pledged Covered Shares.
The undersigned acknowledges that the proxy granted hereunder is coupled with an interest and is irrevocable to the full extent permitted by applicable law, including to the extent applicable, Section 21.369 of the Texas Business Organizations Code. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. This Irrevocable Proxy shall automatically terminate, and be of no further force or effect, as of the Expiration.
[Signature Pages Follow]
Dated: May 15, 2026
VIKING CAKE FUEL, LLC
By: /s/ Daniel Brand
Name: Daniel Brand
Title: COO
VIKING CAKE FUEL II, LLC
By: /s/ Daniel Brand
Name: Daniel Brand
Title: COO
JEFFREY R. HERNANDEZ 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
TIFFANY S. HERNANDEZ 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
DANIEL J. BRAND 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
TANYA N. BRAND 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
[Signature Page to Irrevocable Proxy]
Acknowledged and agreed
as of May 15, 2026:
BLACK ROCK COFFEE BAR, INC.
By: /s/ Samuel J. Seiberling
Name: Samuel J. Seiberling
Title: Chief Legal Officer
[Signature Page to Irrevocable Proxy]
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
OF
BLACK ROCK COFFEE BAR, INC.
This Amendment No. 1 to Registration Rights Agreement (this “Amendment”), effective as of May 15, 2026, by and among Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”); and each Person executing this Agreement.
RECITALS
WHEREAS, the Parties entered into that certain Registration Rights Agreement, dated September 11, 2025 (as amended from time to time, the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement as set forth herein pursuant to Section 4.6 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Amendment.
a.Clause (i) of Section 3.1(a) of the Agreement is hereby amended and restated in its entirety as follows:
“(i) Following the consummation of the IPO, (A) the Founder Investors (as a group) shall have the right to make up to three (3) written requests from time to time (each a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Holder and (B) the Cynosure Investors (as a group) shall have the right to make up to four (4) written requests from time to time (each a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Holder. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration”).”
2.Ratification of Binding Provisions. All other paragraphs, provisions, and clauses in the Agreement not modified by this Amendment shall remain in full force and effect as originally written.
3.Electronic Delivery; Counterparts. This Amendment, to the extent signed and delivered by electronic transmission showing the signature of a party, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person by such party. At the request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto shall
1
raise the use of electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through electronic means as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first above written.
COMPANY: | |||||||||||
Black Rock Coffee Bar, Inc. | |||||||||||
By: | /s/ Samuel J. Seiberling | ||||||||||
Name: | Samuel J. Seiberling | ||||||||||
Title: | Chief Legal Officer | ||||||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first above written.
INVESTORS:
VIKING CAKE FUEL, LLC | |||||||||||
By: | Viking Cake BR, LLC | ||||||||||
Its: | Member | ||||||||||
By: | /s/ Jeffrey Hernandez | ||||||||||
Name: | Jeffrey Hernandez | ||||||||||
Title: | Member | ||||||||||
VIKING CAKE FUEL II, LLC | ||||||||
By: | Jeffrey R. Hernandez 2021 Trust | |||||||
Its: | Member | |||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
JEFFREY R. HERNANDEZ 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
TIFFANY S. HERNANDEZ 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
DANIEL J. BRAND 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
TANYA N. BRAND 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
JACOB V. SPELLMEYER 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
JULIET A. SPELLMEYER 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
BRYAN D. PEREBOOM 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
NICOLE R. PEREBOOM 2021 TRUST | ||||||||
By: | IconTrust, LLC | |||||||
Its: | Trustee | |||||||
By: | /s/ Andrew Tatay | |||||||
Name: | Andrew Tatay | |||||||
Title: | Trust Officer | |||||||
VAHALDA FUEL, LLC | ||||||||
By: | /s/ Brandon Olson | |||||||
Name: | Brandon Olson | |||||||
Title: | Manager | |||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
AUREATA FUEL, LLC | ||||||||
By: | /s/ Gordon Scharf | |||||||
Name: | Gordon Scharf | |||||||
Title: | Manager | |||||||
CYNOSURE PARTNERS 2020, LP, a Delaware limited partnership | ||||||||
By: | Cynosure Partners 2020 GP, LLC, its general partner | |||||||
By: | The Cynosure Group, LLC, its manager | |||||||
By: | /s/ Andrew Braithwaite | |||||||
Name: | Andrew Braithwaite | |||||||
Title: | Managing Director | |||||||
CYNOSURE PARTNERS 2020 PV, LP, a Delaware limited partnership | ||||||||
By: | Cynosure Partners 2020 GP, LLC, its general partner | |||||||
By: | The Cynosure Group, LLC, its manager | |||||||
By: | /s/ Andrew Braithwaite | |||||||
Name: | Andrew Braithwaite | |||||||
Title: | Managing Director | |||||||
CYNOSURE PARTNERS 2020 CO-INVESTMENT, LLC, a Delaware limited liability company, for and on behalf of the Series A members | ||||||||
By: | Cynosure Partners 2020 GP, LLC, its managing member | |||||||
By: | The Cynosure Group, LLC, its manager | |||||||
By: | /s/ Andrew Braithwaite | |||||||
Name: | Andrew Braithwaite | |||||||
Title: | Managing Director | |||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
CYNOSURE PARTNERS 2020 CO-INVESTMENT, LLC, a Delaware limited liability company, for and on behalf of the Series B members | ||||||||
By: | Cynosure Partners 2020 GP, LLC, its managing member | |||||||
By: | The Cynosure Group, LLC, its manager | |||||||
By: | /s/ Andrew Braithwaite | |||||||
Name: | Andrew Braithwaite | |||||||
Title: | Managing Director | |||||||
CYNOSURE PARTNERS III, LP a Delaware limited partnership | ||||||||
By: | Cynosure Partners III GP, LLC, its general partner | |||||||
By: | The Cynosure Group, LLC, its manager | |||||||
By: | /s/ Andrew Braithwaite | |||||||
Name: | Andrew Braithwaite | |||||||
Title: | Managing Director | |||||||
CYNOSURE PARTNERS III OFFSHORE, LP, a Cayman Islands exempted limited partnership | ||||||||
By: | Cynosure Partners III GP, LLC, its general partner | |||||||
By: | The Cynosure Group, LLC, its manager | |||||||
By: | /s/ Andrew Braithwaite | |||||||
Name: | Andrew Braithwaite | |||||||
Title: | Managing Director | |||||||
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]