Black Rifle Coffee Company Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Equity-Based Compensation

Equity-Based Compensation

3 Months Ended

Mar. 31, 2026

Incentive Units

The following table summarizes the changes in the number of Incentive Units for the three months ended March 31, 2026 and 2025:


	Incentive Units	Weighted Average Grant Date Fair Value
Granted and outstanding at January 1, 2026	8,472	$	213.79
Granted	—	—
Forfeited	—	—
Granted and outstanding at March 31, 2026	8,472	$	213.79
Vested at March 31, 2026	8,472	$	213.79

Granted and outstanding at January 1, 2025	8,472	$	213.79
Granted	—	—
Forfeited	—	—
Granted and outstanding at March 31, 2025	8,472	$	213.79
Vested at March 31, 2025	7,745	$	213.64

As of March 31, 2026, the equity compensation expense related to nonvested Incentive Units was fully recognized. For the three months ended March 31, 2025, the unrecognized equity compensation expense related to nonvested Incentive Units to be recognized was $83, over a weighted average period of approximately one year.

Stock Options

The following table summarizes information about stock options activities for the three months ended March 31, 2026 and 2025:


	Stock Options	Weighted Average Exercise Price
Outstanding at January 1, 2026	8,684,387	$	2.82

Forfeited	(132,450)	3.25
Outstanding at March 31, 2026	8,551,937	$	2.81
Vested and exercisable at March 31, 2026	1,380,986	$	2.75

Outstanding at January 1, 2025	5,424,411	$	4.41
Granted	3,752,998	2.16
Forfeited	(311,245)	3.87
Outstanding at March 31, 2025	8,866,164	$	3.47
Vested and exercisable at March 31, 2025	752,646	$	4.15

The total unrecognized equity compensation expense related to stock options to be recognized was $5,107 and $10,667, respectively, over a weighted average period of approximately one year and two years, for the three months ended March 31, 2026 and 2025, respectively.

Restricted Stock Units

The following table summarizes information about the restricted stock units ("RSU"s) under the 2022 Omnibus Incentive Plan (the "Omnibus Plan)" for the three months ended March 31, 2026 and 2025:


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Granted and outstanding at January 1, 2026	4,629,764	$	2.23
Granted	4,213,039	0.78
Forfeited	(341,289)	1.70
Vested	(691,386)	2.64
Nonvested at March 31, 2026	7,810,128	$	1.43

Granted and outstanding at January 1, 2025	2,232,952	$	4.51
Granted	1,918,394	2.15
Forfeited	(131,652)	4.01
Vested	(319,081)	4.05
Nonvested at March 31, 2025	3,700,613	$	3.35

The total unrecognized equity compensation expense related to RSUs to be recognized was $5,772 and $9,372, respectively, over a weighted average period of approximately two years, for both the three months ended March 31, 2026 and 2025.

Performance-Based Restricted Stock Units

In addition to the performance-based restricted stock units ("PSU"s) granted to a key employee in 2022, in the first quarter of 2026, the Company granted PSUs to employees under the Omnibus Plan. These grants vest three years from the grant date, to the extent that the performance metric is achieved during the predetermined performance period. The performance metric utilized for these grants is based on the Company's total shareholder return, as defined in the respective grant agreement. The payout percentage for these PSUs granted ranges from 0% to 200%, and each PSU is equal to one share of the Company's Class A Common Stock.

The grant date estimated fair value of the PSUs is based upon a Monte Carlo Simulation as of the grant date, utilizing the following assumptions at the grant date:


Expected dividend			$—
Expected volatility			73.77%
Risk-free interest rate			3.49%
Award term			3 years
Valuation date share price			$0.78

The following table summarizes information about all PSUs under the Omnibus Plan for the three months ended March 31, 2026:


	PSUs	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2026	—	$	—
Granted	2,061,856	1.22
Forfeited	(113,402)	1.22
Outstanding at March 31, 2026	1,948,454	$	1.22

Additionally, there were 8,462,412 PSUs outstanding related to the key employee grant as of both March 31, 2026 and 2025, with a weighted average grant date fair value of $0.46. The total unrecognized equity-based compensation expense related to all PSUs to be recognized was $3,090 and $777, respectively, over a weighted average period of approximately two years, for both the three months ended March 31, 2026 and 2025.

Employee Stock Purchase Plan

On March 8, 2026, the Company issued 82,787 shares for a total of $55 during the six-month offering period from September 9, 2025 through March 8, 2026.