SCHEDULE: Black Rock Coffee Bar Ownership Shifts, Loan Restructured

Viking Cake BR, LLC and related parties report significant changes in beneficial ownership and a restructuring of a margin loan agreement for Black Rock Coffee Bar, Inc.

Summary

• Viking Cake Fuel, LLC transferred 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC on March 20, 2026.
• Viking Cake BR, LLC subsequently distributed these shares and units, resulting in Jake Spellmeyer and Bryan Pereboom no longer being beneficial owners of more than 5% of Class A Common Stock as of March 20, 2026.
• Daniel Brand's deemed beneficial ownership decreased due to his removal as investment advisor for the Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Nicole R. Pereboom 2021 Trust (on February 25, 2026), and Bryan D. Pereboom 2021 Trust (on February 26, 2026).
• On March 23, 2026, the Margin Loan Agreement was amended, with Aureata Fuel, LLC and Vahalda Fuel, LLC assuming their pro rata shares (21.29118645911460% each) of the loan obligations as new borrowers.
• The transactions involved the cancellation of membership units in Viking Cake BR, LLC held by the distributing members.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as it clarifies beneficial ownership and restructures existing loan obligations, reducing ambiguity in the financial arrangements of key stakeholders, though the complexity remains high.

Positives

• The restructuring of the margin loan agreement clarifies and distributes existing loan obligations among new borrowers, potentially stabilizing the financing structure for the underlying collateral.
• The reorganization aims to ensure that each co-founder maintains the same economic exposure to the collateral and obligations after the amendment.

Negatives

• Significant shifts in beneficial ownership and control among key stakeholders could introduce uncertainty regarding future governance or strategic direction.
• Daniel Brand's reduced influence as an investment advisor for certain trusts might alter the dynamics of significant shareholder representation.

Risks

• Changes in beneficial ownership and the associated voting power could lead to shifts in corporate governance or strategic priorities.
• The margin loan obligations, now distributed among new borrowers, still represent a financial commitment that could be impacted by the underlying collateral's performance.
• The complexity of the ownership structure involving LLC Units and Class C Common Stock, convertible to Class A Common Stock, requires careful monitoring for potential dilution or control shifts.

Future Outlook

The filing primarily reports completed transactions and changes in beneficial ownership and loan structure. It does not provide explicit forward-looking statements or guidance regarding the company's operational or financial performance. The restructuring aims to maintain the economic exposure of co-founders to the collateral and obligations.

Management Comments

• Mr. Brand disclaims beneficial ownership of the shares held by the Hernandez Irrevocable Trusts and Viking Cake except to the extent of his pecuniary interest therein.
• Mr. Hernandez disclaims beneficial ownership of the shares held by Viking Cake BR, LLC except to the extent of his pecuniary interest therein.
• Mr. Pereboom disclaims beneficial ownership of the shares beneficially owned by his spouse except to the extent of his pecuniary interest therein.

Industry Context

StockSavvy.ai notes that such complex ownership structures involving LLC units and Class C common stock, convertible into Class A, are common in companies that have recently gone public or have a multi-class share structure, often designed to maintain control for founders or early investors while allowing for public market liquidity. The restructuring of a margin loan among related entities indicates an ongoing effort to manage personal and corporate financial exposures within this intricate framework.

Comparison to Industry Standards

• The use of LLC Units convertible into Class A Common Stock is a common 'Up-C' structure, seen in companies like KKR & Co. Inc. or The Cboe Global Markets, Inc., designed to provide tax benefits to pre-IPO owners while allowing public market access.
• The beneficial ownership percentages, with Daniel Brand holding a significant 39.9% (prior to the recent changes affecting his advisory role) and Viking Cake entities holding 24.9%, are typical for founder-led or closely-held companies maintaining substantial control post-IPO, similar to Mark Zuckerberg's control over Meta Platforms Inc. or Larry Page and Sergey Brin's control over Alphabet Inc. through super-voting shares.
• The restructuring of a margin loan among related entities is a specific financial maneuver, not directly comparable to broad industry operational benchmarks, but reflects internal capital management strategies.

Management Changes

Corporate Governance

Related Party Transactions

• Transfer of 5,809,390 Class C Common Stock shares and equal LLC Units from Viking Cake Fuel, LLC to Viking Cake BR, LLC.
• Distribution of 5,809,390 Class C Common Stock shares and equal LLC Units by Viking Cake BR, LLC to certain members (Juliet A. Spellmeyer Revocable Trust, Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Nicole Pereboom, Bryan D. Pereboom 2021 Trust, and Nicole R. Pereboom 2021 Trust) in concurrent cancellation of their membership units.
• Amendment to the Margin Loan Agreement where Aureata Fuel, LLC and Vahalda Fuel, LLC, as new borrowers, assumed their pro rata share of loan obligations from Viking Cake Fuel, LLC. These entities are indirectly owned by the co-founders.

Stakeholder Impact

• Shareholders: Changes in beneficial ownership and the distribution of shares could affect the perceived control structure and liquidity of Class A Common Stock. The clarification of loan obligations might reduce financial uncertainty for the company indirectly.
• Creditors (JPMorgan Chase Bank, N.A.): The restructuring of the margin loan agreement, with new borrowers assuming pro rata shares, clarifies and potentially strengthens the collateralization and repayment structure from the lender's perspective.
• Co-Founders/Key Investors (Daniel Brand, Jeffrey Hernandez, Spellmeyer, Pereboom entities): Their individual beneficial ownership and financial obligations related to the margin loan have been redefined, impacting their direct and indirect economic interests and control.

Next Steps

• The parties agree to perform further acts and execute additional instruments as reasonably necessary to effectuate the transactions.
• Delivery to the Company of properly endorsed unit certificates representing the Membership Units to facilitate the Cancellation.

Key Dates

Keywords

Black Rock Coffee Bar, Schedule 13D, Beneficial Ownership, Margin Loan, Corporate Governance, Equity Transfer, LLC Units, Class A Common Stock, Viking Cake BR, Aureata Fuel, Vahalda Fuel, SEC Filing