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[SCHEDULE 13G] Black Rock Coffee Bar, Inc. Passive Investment Disclosure (>5%)

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

Rhea-AI Filing Summary

Black Rock Coffee Bar, Inc. disclosure: Brandon J. Olson reports beneficial ownership of 4,320,385 shares of Class A Common Stock, representing 19.8% of the class. The filing states this figure reflects conversion of LLC units into Class A shares and assumes total Class A outstanding of 21,798,837 (which combines 17,478,452 outstanding as of March 1, 2026 and 4,320,385 issuable upon conversion). The filing describes Mr. Olson as investment advisor/manager to entities holding the LLC units and disclaims direct beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large reported stake tied to convertible LLC units and advisory/manager roles.

Mr. Olson is reported to have voting and dispositive power over 4,320,385 Class A-equivalent shares through roles as investment advisor to the Spellmeyer Irrevocable Trusts and manager of Vahalda Fuel, LLC. The filing states he disclaims beneficial ownership except for pecuniary interest.

The position is framed as convertible LLC Units that holders may redeem for one-for-one Class A shares; the percentage assumes conversion and a total of 21,798,837 Class A shares outstanding as of March 1, 2026. Future changes depend on holder elections and any issuer determinations described in the disclosure.

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092244102

(CUSIP Number)
02/25/2026

(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) 658,314 membership units ("LLC Units") of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") held by the Jacob V. Spellmeyer 2021 Trust, (b) 757,376 LLC Units held by the Juliet A. Spellmeyer 2021 Trust (together with the Jacob V. Spellmeyer 2021 Trust, the "Spellmeyer Irrevocable Trusts") and (c) 2,904,695 LLC Units held by Vahalda Fuel, LLC. Mr. Olson serves as the investment advisor for the Spellmeyer Irrevocable Trusts and as the manager of Vahalda Fuel, LLC. As investment advisor of the Spellmeyer Irrevocable Trusts and manager of Vahalda Fuel, LLC, Mr. Olson may be deemed to hold voting and investment power with respect to the shares held by the Spellmeyer Irrevocable Trusts and Vahalda Fuel, LLC. Mr. Olson disclaims beneficial ownership of the shares held by the Spellmeyer Irrevocable Trusts and Vahalda Fuel, LLC 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 21,798,837 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 4,320,385 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).


SCHEDULE 13G



Brandon J. Olson
Signature:/s/ Brandon J. Olson
Name/Title:Brandon J. Olson
Date:03/26/2026