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): December 22, 2023

BRC Inc.

(Exact name of registrant as specified in its charter)

1144 S. 500 W

Salt Lake City, UT 84101

(Address of principal executive offices, including Zip Code)

(801) 874-1189

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 ☒

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. ☐

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Letter Agreement with Chris Mondzelewski

As previously reported, on November 6, 2023, the Board of Directors (the “Board”) of BRC Inc. (the “Company”) appointed Chris Mondzelewski as Chief Executive Officer of the Company, effective January 1, 2024, in addition to his continuing role as President of the Company. On December 22, 2023, the Company and Mr. Mondzelewski entered into a letter agreement setting forth Mr. Mondzelewski’s compensation for serving as President and Chief Executive Officer. Pursuant to the letter agreement, (a) Mr. Mondzelewski’s annual base salary will be $600,000, (b) his target annual incentive opportunity will be 100% of base salary, and (c) subject to Compensation Committee approval, the Company anticipates granting restricted stock units with a fair market value of $625,000 and stock options with a fair market value of $1,875,000 to Mr. Mondzelewski in the first quarter of 2024. The foregoing description of the letter agreement between the Company and Mr. Mondzelewski does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2023.

Transition Agreement with Tom Davin

As previously reported, Tom Davin will transition out of his role as Co-Chief Executive Officer of the Company on December 31, 2023 while remaining on the Board. In connection with the transition, the Company and Mr. Davin entered into a separation and release agreement, which provides for, among other things, certain payments in lieu of benefits offered by the Company and a customary release. The foregoing description of the separation and release agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the separation and release agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.