UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (458 ) 256-9668
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLACK ROCK COFFEE BAR, INC. | ||||||||
Date: March 20, 2026 | By: | /s/ Samuel J. Seiberling | ||||||
| Samuel J. Seiberling | ||||||||
| Chief Legal Officer | ||||||||
Exhibit 10.1
IRREVOCABLE PROXY
The undersigned shareholder of Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”), hereby irrevocably (to the fullest extent permitted by law) appoints the Company, the Chief Executive Officer of the Company and any other designee of the Company, and each of them individually, until the later of (i) two years from the date hereof and (ii) the termination of the Voting Agreement (as defined below) (the “Expiration”), as the sole and exclusive attorneys-in-fact and proxies of the undersigned with full power of substitution and resubstitution, to vote and exercise all voting and related rights with respect to, and to grant a consent or approval in respect of (in each case, to the fullest extent that the undersigned is entitled to do so), all of the shares of Class A common stock, Class B common stock or Class C common stock of the Company that the undersigned owns or over which it has voting control (the “Covered Shares”), upon the terms set forth therein.
Reference is made to the Voting Agreement, dated as of September 11, 2025, by and among the Company and Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, Tanya N. Brand 2021 Trust, Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Bryan D. Pereboom 2021 Trust, and Nicole Pereboom 2021 Trust (the “Voting Agreement”), which was created under Section 6.252 of the Texas Business Organizations Code. Subject to the terms of the Voting Agreement, any and all prior proxies heretofore given by the undersigned with respect to any of the undersigned’s Covered Shares are hereby revoked and the undersigned hereby covenants and agrees not to grant any subsequent proxies with respect to the voting rights of any of the undersigned’s Covered Shares until the Expiration.
Subject to the terms of the Voting Agreement, the attorneys-in-fact and proxies named above or designated by the Company are hereby authorized and empowered by the undersigned at any time after the date hereof and prior to the Expiration to act as the undersigned’s attorney-in-fact and proxy to vote the undersigned’s Covered Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the undersigned’s Covered Shares (including, without limitation, the power to execute and deliver written consents), at every annual or special meeting of shareholders of the Company, including any adjournment or postponement thereof, and in every written consent in lieu of such a meeting. For the avoidance of doubt, this Irrevocable Proxy shall in no way limit (x) the undersigned’s ability to dispose or otherwise transfer the Covered Shares or (y) the ability of any pledgee of the Covered Shares to redeem, exchange or dispose or otherwise transfer such pledged Covered Shares.
The undersigned acknowledges that the proxy granted hereunder is coupled with an interest and is irrevocable to the full extent permitted by applicable law, including to the extent applicable, Section 21.369 of the Texas Business Organizations Code. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. This Irrevocable Proxy shall automatically terminate, and be of no further force or effect, as of the Expiration.
[Signature Pages Follow]
Dated: March 18, 2026
JACOB V. SPELLMEYER 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
JULIET A. SPELLMEYER 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
BRYAN D. PEREBOOM 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
NICOLE R. PEREBOOM 2021 TRUST
By: IconTrust, LLC
Its: Trustee
By: /s/ Andrew Tatay
Name: Andrew Tatay
Title: Trust Officer
[Signature Page to Irrevocable Proxy]
Acknowledged and agreed
as of March 18, 2026:
BLACK ROCK COFFEE BAR, INC.
By: /s/ Samuel Seiberling
Name: Samuel Seiberling
Title: Chief Legal Officer
[Signature Page to Irrevocable Proxy]