Business Context and Reporting Period
This Form 8-K Current Report was filed by BRC Inc. on February 11, 2026. The filing addresses a regulatory notice received from the New York Stock Exchange (NYSE) regarding the Company's compliance with continued listing standards. The Company is incorporated in Delaware and its Class A Common Stock trades under the symbol BRCC on the NYSE.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The only quantitative metric disclosed is the stock price performance triggering the listing notice:
- Stock Price Deficiency: The average closing price of the Class A Common Stock was below $1.00 per share over a consecutive 30-trading-day period ended February 11, 2026.
Material Changes
The primary material event is the receipt of a Notice of Delisting or Failure to Satisfy a Continued Listing Rule from the NYSE under Section 802.01C of the Listed Company Manual. This notice indicates non-compliance with the minimum bid price requirement. The filing states that this notice has no immediate effect on the listing status, and the stock will continue to trade on the NYSE pending the Company's compliance efforts.
Guidance, Outlook, and Risks
Management Commentary and Plan:
- The Company has a six-month cure period from the receipt of the Notice to regain compliance.
- Management intends to notify the NYSE within ten business days of its plan to cure the deficiency.
- The Company is evaluating available alternatives to regain compliance, including potential corporate actions, and expects to pursue those in the best interest of shareholders.
- Compliance can be achieved if, on the last trading day of any calendar month during the cure period, the stock has a closing price of at least $1.00 and a 30-day average closing price of at least $1.00.
- There is a risk that the Company may be unable to regain compliance with the minimum share price requirement.
- Failure to cure the deficiency could result in the delisting of the Common Stock from the NYSE.
- Forward-looking statements regarding the cure process are subject to uncertainties, including reactions from employees, vendors, customers, lenders, and investors.
- A press release regarding this matter was issued on February 13, 2026, and is attached as Exhibit 99.1.
Investor Verification Checklist
- Verify the current trading price and 30-day average closing price of BRCC to assess the severity of the deficiency.
- Monitor the Company's official communications within the next ten business days for a formal plan to cure the deficiency (e.g., reverse stock split).
- Review the Company's most recent Form 10-K for detailed risk factors and financial condition, as this 8-K does not provide financial data.
- Track the NYSE's compliance deadlines to understand the timeline for potential delisting if the cure period expires without resolution.