Black Rock Coffee Bar secures irrevocable proxy over founder shares; terminates Cynosure voting agreement

Black Rock Coffee Bar, Inc.

Irrevocable proxy grants Company and CEO voting control over founder-held Class A, B, C shares for two years, effective May 15, 2026.
Cynosure Voting Agreement terminated on May 15, 2026; Sponsor entities purchased shares from co-founders' trusts in connection.
Registration Rights Amendment increases Cynosure Investors' demand registration requests from three to four.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Black Rock Coffee Bar, Inc. entered into Proxy with Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, and Tanya N. Brand 2021 Trust (effective 2026-05-15).

Action: entry
Counterparty: Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, and Tanya N. Brand 2021 Trust
Effective: 2026-05-15

Exact text from the filing

On May 15, 2026, Black Rock Coffee Bar, Inc. (the “Company”) entered into an irrevocable proxy (the “Proxy”) with Viking Cake Fuel, LLC, Viking Cake Fuel II, LLC, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel J. Brand 2021 Trust, and Tanya N. Brand 2021 Trust (collectively, the “Proxy Parties”), each of which is or was a Class C common shareholder of the Company.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Black Rock Coffee Bar, Inc. entered into Amendment No. 1 to Registration Rights Agreement of Black Rock Coffee Bar, Inc. with the other parties signatory thereto (effective 2026-05-15).

Action: entry
Counterparty: the other parties signatory thereto
Effective: 2026-05-15

Exact text from the filing

Also on May 15, 2026, the Company entered into Amendment No. 1 to Registration Rights Agreement of Black Rock Coffee Bar, Inc. (the “Registration Rights Agreement Amendment”) with the other parties signatory thereto pursuant to which the number of Demand Registration Requests (as defined therein) that the Cynosure Investors (as defined therein) may request was increased from three to four.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Black Rock Coffee Bar, Inc. terminated Voting Agreement with Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-Investment, LLC, Cynosure Partners III, LP, and Cynosure Partners III Offshore, LP and the Founder Investors (effective 2026-05-15).

Action: termination
Counterparty: Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-Investment, LLC, Cynosure Partners III, LP, and Cynosure Partners III Offshore, LP and the Founder Investors
Effective: 2026-05-15

Exact text from the filing

On May 15, 2026, the Company entered into a Termination Agreement (the “Termination Agreement”) with Cynosure Partners 2020, LP, Cynosure Partners 2020 PV, LP, Cynosure Partners 2020 Co-Investment, LLC, Cynosure Partners III, LP, and Cynosure Partners III Offshore, LP (collectively, the “Cynosure Investors”) and the Founder Investors, pursuant to which the Voting Agreement (the “Cynosure Voting Agreement”), dated as of September 11, 2025, by and among the Cynosure Investors, the Company and the other parties thereto was terminated, effective as of May 15, 2026.

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18 material agreements filed in the last 30 days. Browse all material agreements →

Black Rock Coffee Bar, Inc. filing history →

Source: SEC EDGAR

accession 0001628280-26-036943

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