Black Rock Coffee Bar Inc.
03/20/2026 | Press release | Distributed by Public on 03/20/2026 14:28
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On March 18, 2026, Black Rock Coffee Bar, Inc. (the "Company") entered into an irrevocable proxy (the "Proxy") with Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Bryan D. Pereboom 2021 Trust, and Nicole R. Pereboom 2021 Trust (collectively, the "Proxy Parties"), each of which is a Class C common shareholder of the Company. The Proxy Parties are also parties to that certain Voting Agreement, dated as of September 11, 2025, by and among the Company, Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, and the other parties thereto (the "Voting Agreement").
Pursuant to the Proxy and subject to the terms of the 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 March 18, 2026 and (b) the termination of the Voting Agreement.
The foregoing description of the Proxy does not purport to be complete and is qualified in its entirety by reference to the full text of the Proxy, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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