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Tyson Switzenberg holds 11.4% of Black Rock Coffee Bar (NASDAQ: BRCB)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. Schedule 13G filing reports that Tyson Switzenberg is deemed to beneficially own 2,308,915 shares of Class A Common Stock, representing 11.4% of the class based on a pro forma total of 20,326,386 shares outstanding as of April 1, 2026. The filing states his voting and dispositive powers stem from serving as investment advisor to the Brand Irrevocable Trusts, which hold 1,091,909 and 1,217,006 LLC Units of Black Rock Coffee Holdings, LLC that are convertible one-for-one into Class A Common Stock.

Positive

  • None.

Negative

  • None.

Insights

Holding reflects advisory control via trusts, not direct ownership.

The filing shows 2,308,915 shares attributable to Mr. Switzenberg via his role as investment advisor to the Brand Irrevocable Trusts. The trusts hold LLC Units convertible one-for-one into Class A shares; the filing disclaims direct beneficial ownership except for pecuniary interest.

Key dependencies include the trusts' election to redeem LLC Units and the issuer's independent directors' discretion over exchange mechanics; timing and transfer mechanics are not stated in the excerpt.

Schedule 13G disclosure is passive/beneficial ownership reporting, not a trading action.

This filing records beneficial ownership and voting/dispositive power numbers: 2,308,915 sole voting and dispositive power and a percent of class of 11.4% on a pro forma share base. It clarifies conversion mechanics from LLC Units to Class A shares.

Regulatory implication: the report documents holdings and potential conversion exposure; any future conversions or redemptions would require separate disclosure when they occur.

Beneficially owned shares 2,308,915 shares Amount attributable to Tyson Switzenberg via Brand Irrevocable Trusts
Percent of class 11.4% Percent of Class A on a pro forma basis
Pro forma shares outstanding 20,326,386 shares Total used for percent calculation as of <date>April 1, 2026</date>
Sole voting power 2,308,915 Sole voting power reported on cover page
LLC Units (Daniel J. Brand Trust) 1,091,909 units LLC Units held by the Daniel J. Brand 2021 Trust
LLC Units (Tanya N. Brand Trust) 1,217,006 units LLC Units held by the Tanya N. Brand 2021 Trust
LLC Units financial
"holders of LLC Units may elect to have Black Rock OpCo redeem their LLC Units"
LLC units are ownership stakes in a limited liability company, similar to shares in a corporation; each unit represents a portion of the company’s profits, losses and often voting power. For investors, LLC units matter because they determine how much money and control someone gets, how easily an interest can be sold, and how income is taxed and reported — think of owning slices of a pie that also decide how the pie is cut and shared.
Brand Irrevocable Trusts other
"together with the Daniel J. Brand 2021 Trust, the "Brand Irrevocable Trusts""
convertible one‑for‑one financial
"redeem their LLC Units for either shares of Class A Common Stock on a one-for-one basis"
Class C Common Stock financial
"Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.





092244102

(CUSIP Number)
02/18/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: Amount in rows 5 and 7 consists of (a) 1,091,909 membership units ("LLC Units") of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") held by the Daniel J. Brand 2021 Trust and (b) 1,217,006 LLC Units held by the Tanya N. Brand 2021 Trust (together with the Daniel J. Brand 2021 Trust, the "Brand Irrevocable Trusts"). Mr. Switzenberg serves as the investment advisor for the Brand Irrevocable Trusts. As investment advisor of the Brand Irrevocable Trusts, Mr. Switzenberg may be deemed to hold voting and investment power with respect to the shares held by the Brand Irrevocable Trusts. Mr. Switzenberg disclaims beneficial ownership of the shares held by the Brand Irrevocable Trusts except to the extent of his pecuniary interest therein. Holders of LLC Units may elect to have Black Rock OpCo redeem their LLC Units for either shares of Class A Common Stock on a one-for-one basis or, at the Black Rock Coffee Bar, Inc.'s (the "Issuer") election (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. The total outstanding shares of Class A Common Stock used in calculating the percent of class assumes the conversion of all of the Reporting Person's LLC Units into Class A Common Stock, resulting in a total of 20,326,386 shares of Class A Common Stock outstanding (which reflects the sum of (i) 18,017,471 shares of Class A Common Stock outstanding as of April 1, 2026 and (ii) 2,308,915 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).


SCHEDULE 13G



Tyson Switzenberg
Signature:/s/ Tyson Switzenberg
Name/Title:Tyson Switzenberg
Date:04/16/2026

FAQ

What does Tyson Switzenberg report in the BRCB Schedule 13G?

He reports beneficial ownership of 2,308,915 shares of Class A Common Stock. The amount is attributable to LLC Units held by two Brand Irrevocable Trusts for which he is the investment advisor.

How much of BRCB does Switzenberg own percentage-wise?

The filing shows 11.4% of the Class A shares on a pro forma basis. That percent uses a pro forma total of 20,326,386 shares outstanding as of April 1, 2026 after converting his LLC Units.

Why are LLC Units mentioned in the filing for BRCB (BRCB)?

The Brand Irrevocable Trusts hold LLC Units of Black Rock Coffee Holdings, LLC that are redeemable one‑for‑one into Class A shares. The filing links those LLC Units to the reported 2,308,915 share figure.

Does the filing show Switzenberg directly owns the reported shares of BRCB?

No. He disclaims direct beneficial ownership of the shares held by the Brand Irrevocable Trusts, except for any pecuniary interest; his reporting reflects investment advisor status and attributable voting/dispositive power.