Hernandez Jeffrey Robert 4
4 · Black Rock Coffee Bar, Inc. · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Black Rock Coffee (BRCB) 10% Owner Jeffrey Hernandez Disposes 5.809M Shares
What Happened
- Jeffrey Robert Hernandez, a reported 10% owner of Black Rock Coffee Bar, Inc. (BRCB), reported two related "other disposition" transactions on March 20, 2026 totaling 5,809,390 shares of Class C common stock. Each line shows 5,809,390 shares at $0.00 (derivative), reflecting internal transfers among affiliated entities rather than an open-market sale. Footnotes explain a two-step corporate action: Viking Cake Fuel, LLC transferred 5,809,390 Class C shares and corresponding LLC units to Viking Cake BR, LLC, and Viking Cake then distributed those shares/units in exchange for membership interests of certain members.
Key Details
- Transaction date: March 20, 2026; Form 4 filed March 23, 2026 (timely).
- Reported price/value: $0.00 per share — no cash proceeds reported (internal transfer/distribution).
- Shares involved: 5,809,390 Class C common shares (reported twice to reflect transfer then distribution).
- Ownership after transaction: Shares are held by Viking Cake and its wholly-owned subsidiary Viking Cake Fuel; Hernandez reports voting and investment power over those entities but disclaims beneficial ownership except to the extent of his pecuniary interest (per footnote).
- Footnotes of note:
- F1–F3: LLC units correspond to membership units of the OpCo and equivalent Class C shares; Class C shares convertible to Class A on a one-for-one basis and subject to auto-conversion rules.
- F4 explains the two-step transfer/distribution that produced the duplicate entries.
- F5 clarifies Hernandez’s control over Viking Cake/Viking Cake Fuel and his disclaimer of direct beneficial ownership.
Context
- This filing documents internal transfers among affiliated entities (derivative/LLC-unit restructuring) rather than a market sale or purchase. For retail investors, such transfers do not necessarily signal buying or selling intent by the individual — they reflect corporate/entity-level reorganizations. As a reported 10% owner, Hernandez’s filing indicates control via entities, not a routine executive open-market trade.
Insider Transaction Report
Form 4
Hernandez Jeffrey Robert
Director10% Owner
Transactions
- Other
LLC Units
[F1][F4][F5]2026-03-20−5,809,390→ 5,809,391 total(indirect: See footnote)→ Class A Common Stock (5,809,390 underlying) - Other
Class C Common Stock
[F2][F3][F4][F5]2026-03-20−5,809,390→ 5,809,391 total(indirect: See footnote)→ Class A Common Stock (5,809,390 underlying)
Footnotes (5)
- [F1]LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled.
- [F2]The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed.
- [F3]Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) September 15, 2035 and (ii) with respect to the Reporting Person, the date on which the aggregate number of shares of Class C Common Stock held by the Reporting Person or certain of his affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by the Reporting Person and certain of his affiliates as of September 15, 2025.
- [F4]On March 20, 2026, (a) Viking Cake Fuel, LLC ("Viking Cake Fuel") transferred a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC ("Viking Cake") and (b) Viking Cake distributed a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units in exchange for all of the units of membership interest in Viking Cake of certain of its members.
- [F5]Held by Viking Cake and its wholly-owned subsidiary, Viking Cake Fuel, for which the Reporting Person has voting and investment power. The Reporting Person disclaims beneficial ownership of the shares held by Viking Cake except to the extent of his pecuniary interest therein.
Signature
/s/ Jeffrey Hernandez|2026-03-23