750,000 shares of Series C-2 Common Stock, par value $0.0001 per share, or preferred stock, which would remain at 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock,” and together with our Class A Common Stock, Class B Common Stock and Class C Common Stock, our “Capital Stock”). Currently no shares of our Class C Common Stock or Preferred Stock are outstanding.
Relative Increase in Number of Authorized Shares of Class A Common Stock and Class B Common Stock for Issuance
The Reverse Stock Split will not affect the number of authorized shares or the par value of our Capital Stock, which will remain at 2,500,000,000 shares of Class A Common Stock, 300,000,000 shares of Class B Common Stock, 1,500,000 shares of Class C Common Stock and 1,000,000 shares of Preferred Stock.
Although the number of authorized shares of our Capital Stock will not change as a result of the Reverse Stock Split, the number of shares of our Class A Common Stock and Class B Common Stock issued and outstanding will be reduced in proportion to the ratio selected by the Board. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Class A Common Stock and Class B Common Stock available for future issuance by the amount of the reduction effected by the Reverse Stock Split.
If the proposed Reverse Stock Split Amendments are approved, all or any of the authorized and unissued shares of our Class A Common Stock or Class B Common Stock may be issued in the future for such corporate purposes and such consideration as the Board deems advisable from time to time, without further action by the stockholders of our Company and without first offering such shares to our then current stockholders. When and if additional shares of our Class A Common Stock or Class B Common Stock are issued, these new shares would have the same voting and other rights and privileges as the currently issued and outstanding shares of Class A Common Stock and Class B Common Stock, including the right to cast one vote per share.
Because our stockholders have no preemptive rights to purchase or subscribe for any of our unissued shares of Class A Common Stock or Class B Common Stock, the future issuance of additional shares of Class A Common Stock or Class B Common Stock will reduce our current stockholders’ percentage ownership interest in the total outstanding shares of Class A Common Stock and Class B Common Stock. In the absence of a proportionate increase in our future earnings and book value, an increase in the number of our outstanding shares of Class A Common Stock or Class B Common Stock would dilute our projected future earnings per share, if any, and book value per share of all our outstanding shares of Class A Common Stock and Class B Common Stock. If these factors were reflected in the price per share of our Class A Common Stock, the potential realizable value of a stockholder’s investment could be adversely affected. An issuance of additional shares could therefore have an adverse effect on the potential realizable value of a stockholder’s investment.
Equity Compensation Plans and Outstanding Equity-Based Awards
We maintain the BRC Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”), which is designed primarily to facilitate the grant of cash and equity incentives to directors, employees, and consultants of our Company and our subsidiaries. As of March 23, 2026, 10,312,679 restricted stock units, 8,551,615 options, and 52,586,124 performance stock units were outstanding under the 2022 Plan (assuming performance stock units are earned at the maximum “target”). Authentic Brands LLC maintains an equity incentive plan (the “2018 Equity Incentive Plan”) under which it granted Incentive Units (as defined in the 2018 Equity Incentive Plan) to employees or non-employee directors prior to the Business Combination. As of March 23, 2026, 2,343,726 shares of Class A Common Stock were issuable upon conversion of outstanding Incentive Units as they would have been converted as of March 23, 2026.
If the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time, then (i) the total number of shares of Class A Common Stock issuable upon vesting or settlement of outstanding restricted stock units and performance stock units under the 2022 Plan, and (ii) the total number of shares of Class A Common Stock remaining available for future awards under the 2022 Plan, as well as any share-based limits in the 2022 Plan, in each case,
