Business Context and Reporting Period
This Form 8-K Current Report was filed by BRC Inc. on August 21, 2026. The filing details a material modification to the rights of security holders involving a reverse stock split of the Company's Class A and Class B common stock.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
- Reverse Stock Split Execution: The Company effected a 1-for-10 reverse stock split for both Class A and Class B common stock. The Class A split became effective at 5:01 p.m. Eastern Time, and the Class B split at 5:02 p.m. Eastern Time on August 21, 2026.
- Share Consolidation: Every 10 issued and outstanding shares of Class A and Class B common stock were automatically reclassified and combined into one validly issued share.
- Trading Adjustments: Class A Common Stock (Symbol: BRCC) is expected to begin trading on a split-adjusted basis on the New York Stock Exchange on August 24, 2026. The new CUSIP number for Class A stock is 05601U204.
- Fractional Share Treatment: No fractional shares will be issued. For Class A holders, fractional shares are aggregated and sold by the transfer agent, with proceeds distributed as cash. For Class B holders, fractional shares are settled in cash based on a price of $0.88 per share (the Class A closing price on August 21, 2026).
- Equity Plan Adjustments: Outstanding stock options, restricted stock units, and other equity awards have been proportionately adjusted for the split, including adjustments to exercise or conversion prices. The number of shares available for issuance under equity incentive plans was also reduced proportionately.
Guidance, Outlook, and Risks
The filing includes a cautionary statement regarding forward-looking statements, noting that actual results may differ materially from projections. The Company references risks detailed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, specifically under "Item 1A. Risk Factors." The Company does not undertake an obligation to update forward-looking statements except as required by law.
Investor Verification Checklist
- Verify the new CUSIP number (05601U204) for Class A Common Stock in brokerage accounts.
- Confirm the receipt of cash payments for any fractional shares held prior to the split.
- Review the adjusted exercise prices and share counts for any outstanding stock options or equity awards.
- Monitor the commencement of split-adjusted trading on the NYSE on August 24, 2026.