Black Rock Coffee Bar Inc.

05/19/2026 | Press release | Distributed by Public on 05/19/2026 15:59

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cynosure Group, LLC
2. Issuer Name and Ticker or Trading Symbol
Black Rock Coffee Bar, Inc. [BRCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
111 S. MAIN STREET, SUITE 2350
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
(Street)
SALT LAKE CITY, UT 84111
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 05/15/2026 P 12,042,712 A $5.35 19,915,304 I See footnote(1)
Class A Common Stock 05/15/2026 P 1,600,000 A $5.35 1,916,012 I See footnote(2)
Class B Common Stock 05/15/2026 J 119,892 D (3) 19,795,412 I See footnote(1)
Class A Common Stock 05/15/2026 C 119,892 A (4) 2,035,904 I See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Units (5) 05/15/2026 P 12,042,712 (5) (5) Class A Common Stock 12,042,712 (5) 19,915,304 I See footnote(1)
LLC Units (5) 05/15/2026 C 119,892 (4) (4) Class A Common Stock 119,892 (4) 19,795,412 I See footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cynosure Group, LLC
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT 84111
X X
Cynosure Partners 2020, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT 84111
X X
Cynosure Partners 2020 PV, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT 84111
X X
Cynosure Partners 2020 Co-investment, LLC
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT 84111
X X
Cynosure Partners III, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT 84111
X X
Cynosure Partners III Offshore, LP
111 S. MAIN STREET, SUITE 2350
SALT LAKE CITY, UT 84111
X X

Signatures

/s/ Andrew Braithwaite, Authorized Signatory 05/19/2026
**Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 05/19/2026
**Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 05/19/2026
**Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 05/19/2026
**Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 05/19/2026
**Signature of Reporting Person Date
/s/ Andrew Braithwaite, Authorized Signatory 05/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Consists of (i) 3,514,041 shares of Class B Common Stock held by Cynosure Partners 2020, LP, (ii) 260,660 shares of Class B Common Stock held by Cynosure Partners 2020 PV, LP, (iii) 660,106 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series A members), (iv) 1,247,093 shares of Class B Common Stock held by Cynosure Partners 2020 Co-Investment, LLC (for and on behalf Series B members), and (v) 14,233,404 shares (or 14,113,512 shares, after giving effect to the transaction described in (3) below) of Class B Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class B Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
(2) Consists of (i) 1,916,012 shares of Class A Common Stock held by Cynosure Partners III Offshore, LP and, after giving effect to the transaction described in (4) below, (ii) 119,892 shares of Class A Common Stock held by Cynosure Partners III, LP. The Cynosure Group, LLC, is the manager for, and has sole voting and investment power with respect to, the shares of Class A Common Stock held by each of these entities. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer held directly by any of the other Reporting Persons except to the extent of their pecuniary interest therein.
(3) Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of LLC Units.
(4) Reflects the conversion of 119,892 LLC Units into Class A Common Stock on a 1-to-1 basis.
(5) The LLC Units may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Units have no expiration date.

Remarks:
Each of the Reporting Persons may be deemed to be a director-by-deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934 by virtue of The Cynosure Group, LLC's current right to nominate an individual to serve on the board of directors of the Issuer (the "Board"), and under which Andrew Braithwaite, a Managing Director of The Cynosure Group, LLC, serves on the Board.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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