BRC Inc. — fact timeline

BRC Inc. shareholders approved Approval of adjournment of the Annual Meeting to solicit additional proxies if necessary at the 2026-05-28 meeting.

“The stockholders approved the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3.”

BRC Inc. shareholders approved Approval of reverse stock split at a ratio ranging from 1-for-10 to 1-for-50 at the 2026-05-28 meeting.

“The stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock, $0.0001 par value per share, at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendments.”

BRC Inc. shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm at the 2026-05-28 meeting.

“The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.”

BRC Inc. shareholders approved Election of Class I directors at the 2026-05-28 meeting.

“The stockholders elected the Class I nominees, Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy, to serve as directors until the Company’s Annual Meeting of Stockholders in 2029.”

BRC Inc. reported the quarter ended March 31, 2026 results: revenue $109.2 million, net income approximately $0.0 million. Guidance raised.

“% 36.1 % Net Income (Loss) $ — $ (7.8) $ 7.9 Adjusted EBITDA $ 7.3 $ 0.9 $ 6.4 717.9 % 1 First Quarter 2026 Results Net revenue for the first quarter of 2026 increased 21.4% to $109.2 million, compared to $90.0 million in the first quarter of 2025. Wholesale revenue increased 31.5% to $74.7 million in the first quarter of 2026, compared to $56.8 million in the first”

BRC Inc. received a nyse noncompliance notice notice regarding minimum bid price (rules 802.01C).

“February 11, 2026, BRC Inc. (the “Company”) received a notification letter (the “Notice”) from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”) because the average closing price of the Company’s Class A Common Stock (the “Common Stock”) was below $1.00 per share over a consecutive 30 trading-day period ended on February 11, 2026. Section 802.01C requires that a company’s common stock trade at a minimum average closing price of”

Stephen Kadenacy departed as Chief Financial Officer at BRC Inc..

“Mr. Amigh succeeds Stephen Kadenacy, who served as the Company’s Chief Financial Officer from September 18, 2023 through the Effective Date.”

Matthew Amigh was appointed as Chief Financial Officer at BRC Inc..

“On June 18, 2025, the Board of Directors (the “Board”) of BRC, Inc. (the “Company”) appointed Matthew Amigh as the Company’s Chief Financial Officer, effective as of July 7, 2025”

Sean Moriarty was appointed as Director at BRC Inc..

“appointed Stephen Kadenacy, the Company’s current Chief Financial Officer, and Sean Moriarty to fill the vacancies created by such increase in the size of the Board.”

Stephen Kadenacy was appointed as Director at BRC Inc..

“appointed Stephen Kadenacy, the Company’s current Chief Financial Officer, and Sean Moriarty to fill the vacancies created by such increase in the size of the Board.”

Thomas E. Davin resigned as Director at BRC Inc..

“On September 13, 2024, Thomas E. Davin informed BRC Inc. (the “Company”) of his decision to resign from the Company’s Board of Directors, effective September 13, 2024, in order to devote time to personal endeavors.”

Clayton Hutmacher was appointed as Director at BRC Inc..

“On June 7, 2024, the Board of Directors (the “Board”) of BRC Inc. (the “Company”) increased the size of the Board from six to eight members and appointed Mr. Lawrence “Chip” Molloy and Major General Retired Clayton Hutmacher to fill the vacancies created by such increase in the size of the Board.”

Lawrence "Chip" Molloy was appointed as Director at BRC Inc..

“On June 7, 2024, the Board of Directors (the “Board”) of BRC Inc. (the “Company”) increased the size of the Board from six to eight members and appointed Mr. Lawrence “Chip” Molloy and Major General Retired Clayton Hutmacher to fill the vacancies created by such increase in the size of the Board.”

BRC Inc. reported full-year fiscal 2024 results: revenue $430.0 to $460.0. Guidance raised.

“For the full-year fiscal 2024, the Company updated its previous guidance as follows: FY2023 FY2024 Guidance (prev. reported) FY2024 Guidance (Updated) Actual Low High Low High Net Revenue(1) $ 395.6 $ 430.0 $ 460.0 $ 430.0 $ 460.0 Growth 31 % 9 % 16 % 9 % 16 % Gross Margin 31.7 % 37 % 40 % 37 % 40 % Adj. EBITDA $ 13.3 $ 27.0 $ 40.0 $ 32.0 $ 42.0 Free Cash Flow 80% Flow Through 80% Flow Through”

BRC Inc. reported the quarter ended March 31, 2024 results: revenue $98.4 million, net income $1.9 million.

“BRC Inc. Reports First Quarter 2024 Financial Results Highlights • Net Revenue increased 18% in Q1 2024 to $98.4 million, driven by Wholesale growth of 51% compared to Q1 2023 • Net Income of $1.9 million and Adjusted EBITDA of $14.1 million, an increase of $19.2 million and $19.3 million, compared to a Net Loss of $17.3 million and Adjusted EBITDA Loss of $5.2 million compared to Q1 2023”

BRC Inc.: Amended certificate of incorporation to limit officer liability under DGCL Section 102(b)(7) (effective 2024-05-01).

“On May 1, 2024, the BRC Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Amendment amends Article VIII, Section 8.1 of the Amended and Restated Certificate of Incorporation to limit the liability of officers, as permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) as further described below.”

BRC Inc. shareholders approved Approval of the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company at the 2024-04-30 meeting.

“The stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as described above. The voting results were as follows: For Against Abstain Broker Non-Votes 116,051,545 3,357,992 797,443 16,248,597”

BRC Inc. shareholders approved Ratification of the Appointment of the Independent Registered Public Accountants at the 2024-04-30 meeting.

“The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows: For Against Abstain 135,997,875 384,457 73,245”

BRC Inc. shareholders approved Election of Class II director at the 2024-04-30 meeting.

“The stockholders elected the Class II nominee, Thomas Davin, to serve as a director until the Company’s Annual Meeting of Stockholders in 2027. The voting results were as follows: Nominee For Against Abstain Broker Non-Votes Thomas Davin 117,385,946 2,770,247 50,787 16,248,597”

BRC Inc. updated its 2024 guidance (reaffirmed).

“Continued acceleration of profit and cash flow expected in 2024 with guidance issued for Adjusted EBITDA of $27.0 million to $40.0 million with Free Cash Flow conversion of ~80% of Adjusted EBITDA”

BRC Inc. reported full year 2023 results: net income -56.7.

“Net Revenue $ 119.7 $ 93.6 $ 26.1 28 % $ 395.6 $ 301.3 $ 94.3 31 %”

BRC Inc. reported Q4 2023 results: revenue 119.7, net income -14.0.

“Financial Highlights ( in millions, except % data ) Quarter To Date Comparisons Year To Date Comparisons 2023 2022 $ Change % Change 2023 2022 $ Change % Change Net Revenue $ 119.7 $ 93.6 $ 26.1 28 % $ 395.6 $ 301.3 $ 94.3 31 % Gross Profit $ 31.7 $ 29.5 $ 2.2 7 % $ 125.4 $ 99.2 $ 26.2 26 % Gross Margin 26.5 % 31.5 % 31.7 % 32.9 % Net Loss $ (14.0) $ (20.0)”

BRC Inc. reported that prior financial statements should not be relied upon.

“On March 6, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of BRC Inc. (the “Company”), based on the recommendations of, and after consultation with, the Company's management, concluded that the Company's previously issued consolidated statements of cash flows for the nine months ended September 30, 2023 (the “Non-Reliance Period”), included in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 (the “Form 10-Q”), should no longer be relied upon due to certain errors identified by management.”

BRC Inc. updated its the year ended December 31, 2023 guidance (reaffirmed).

“The presentation reaffirms the Company’s prior guidance for net sales and Adjusted EBITDA for the year ended December 31, 2023.”

Tom Davin changed role as Co-Chief Executive Officer at BRC Inc..

“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”

Evan Hafer changed role as Founder and Executive Chairman at BRC Inc..

“Evan Hafer will step down as Chief Executive Officer of the Company, effective December 31, 2023, and assume the role of Founder and Executive Chairman of the Board effective January 1, 2024”

Chris Mondzelewski was appointed as Chief Executive Officer at BRC Inc..

“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”

Stephen Kadenacy changed role as Chief Financial Officer at BRC Inc..

“Stephen Kadenacy, the Company’s Chief Financial Officer, will serve as the Company’s principal accounting officer following Ms. Braendel’s departure.”

Kristina Braendel resigned as Chief Accounting Officer at BRC Inc..

“On September 19, 2023, Kristina Braendel (Smith), the Chief Accounting Officer of BRC Inc. (the “Company”), informed the Company of her intention to resign from her position with the Company, effective September 29, 2023, in order to pursue other opportunities.”

Mark Weinsten departed as Interim Chief Financial Officer at BRC Inc..

“Mr. Kadenacy replaces Mark Weinsten, who served as the Company’s interim Chief Financial Officer since August 14, 2023.”

Stephen Kadenacy was appointed as Chief Financial Officer at BRC Inc..

“On September 6, 2023, the Board of Directors (the “Board”) of BRC Inc. (the “Company”) appointed Stephen Kadenacy as the Company’s Chief Financial Officer, effective September 18, 2023.”

BRC Inc. reported the second quarter ended June 30, 2023 results: revenue $91.9 million, net income $14.7 million.

“reference in such a filing. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 BRC Inc. Reports Second Quarter 2023 Financial Results Net Revenue Increases 39% in Q2 2023 to $91.9 million, Led by Wholesale Growth of 109% Achieves Positive Adjusted EBITDA for the Second Quarter, Reaffirms Profitability for the Full Year Launches Second National Grocery Customer and”

BRC Inc. incurred loan of a bridge loan in the amount of $6 million with Whitehawk Capital Partners LP at The Bridge Loan does not accrue interest until November 8, 2023.

“(ii) a Credit Agreement (the “Term Loan Credit Agreement” and together with the ABL Credit Agreement, the “Credit Agreements”) with Whitehawk Capital Partners LP, as administrative agent and collateral agent, and the lenders from time to time party thereto, pursuant to which the lenders thereunder provided the Borrowers with senior secured term loans on the Closing Date in an aggregate principal amount of $50 million (the “Term Loan”) and a bridge loan in the amount of $6 million (the “Bridge Loan” and together with the Term Loan, the “Term Loan Facility”).”

BRC Inc. incurred term loan of an aggregate principal amount of $50 million with Whitehawk Capital Partners LP at a base rate plus 7.50% or term SOFR plus 8.50%.

“(ii) a Credit Agreement (the “Term Loan Credit Agreement” and together with the ABL Credit Agreement, the “Credit Agreements”) with Whitehawk Capital Partners LP, as administrative agent and collateral agent, and the lenders from time to time party thereto, pursuant to which the lenders thereunder provided the Borrowers with senior secured term loans on the Closing Date in an aggregate principal amount of $50 million (the “Term Loan”) and a bridge loan in the amount of $6 million (the “Bridge Loan” and together with the Term Loan, the “Term Loan Facility”).”

BRC Inc. incurred credit facility of up to $75 million with PNC Bank, National Association at Base Rate plus a margin ranging from 1.50% to 2.00% or term SOFR plus a margin r maturing August 10, 2028.

“On August 10, 2023 (the “Closing Date”), Authentic Brands LLC (“Authentic Brands”), a subsidiary of BRC Inc. (the “Company”), and certain subsidiaries of Authentic Brands (collectively with Authentic Brands, the “Borrowers”) entered into (i) a Credit Agreement (the “ABL Credit Agreement”) with PNC Bank, National Association, as administrative agent and collateral agent (“PNC”), and the lenders from time to time party thereto, pursuant to which the lenders thereunder agreed to provide the Borrowers with a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $75 million (including a sub-facility for letters of credit in an amount up to $7.5 million) (the “ABL Facility”)”

BRC Inc. entered into Term Loan Credit Agreement with Whitehawk Capital Partners LP valued at $50 million (effective 2023-08-10).

“(ii) a Credit Agreement (the “Term Loan Credit Agreement” and together with the ABL Credit Agreement, the “Credit Agreements”) with Whitehawk Capital Partners LP, as administrative agent and collateral agent, and the lenders from time to time party thereto, pursuant to which the lenders thereunder provided the Borrowers with senior secured term loans on the Closing Date in an aggregate principal amount of $50 million”

BRC Inc. entered into ABL Credit Agreement with PNC Bank, National Association valued at up to $75 million (effective 2023-08-10).

“On August 10, 2023 (the “Closing Date”), Authentic Brands LLC (“Authentic Brands”), a subsidiary of BRC Inc. (the “Company”), and certain subsidiaries of Authentic Brands (collectively with Authentic Brands, the “Borrowers”) entered into (i) a Credit Agreement (the “ABL Credit Agreement”) with PNC Bank, National Association, as administrative agent and collateral agent (“PNC”), and the lenders from time to time party thereto, pursuant to which the lenders thereunder agreed to provide the Borrowers with a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $75 million”

Mark Weinsten was appointed as Interim Chief Financial Officer at BRC Inc..

“On June 28, 2023, the Board of Directors appointed Mark Weinsten as interim Chief Financial Officer, effective August 14, 2023”

Gregory Iverson resigned as Chief Financial Officer at BRC Inc..

“On June 23, 2023, Gregory Iverson informed the Company of his decision to resign as Chief Financial Officer to pursue other opportunities.”

Chris Mondzelewski was appointed as President at BRC Inc..

“the Board of Directors of BRC Inc. (the “Company”) approved the appointment of Chris Mondzelewski, the Company’s current Chief Marketing Officer, as the Company’s President, effective immediately.”

Katy Dickson was appointed as Chairman of the Board (interim) at BRC Inc..

“On June 2, 2023, Katy Dickson temporarily assumed the duties of the Chairman of the Board of Directors on an interim basis, and the Company has initiated a search to fill the director vacancy resulting from Mr. Smith’s resignation.”

Roland Smith resigned as Executive Chairman at BRC Inc..

“On June 2, 2023, Roland Smith resigned from his positions as Executive Chairman and a member of the Board of Directors of BRC Inc. (the “Company”).”

BRC Inc. reported first quarter ended March 31, 2023 results: revenue $83.5 million, net income $17.3 million. Guidance reaffirmed.

“First Quarter 2023 Financial Details • Net revenue of $83.5 million was an increase of 27% year-over-year. • Gross profit increased year-over-year to $27.5 million representing a 33% gross margin. • Net loss of $17.3 million • Adjusted EBITDA (non-GAAP) of $(5.1) million”

BRC Inc. shareholders approved Ratification of the Appointment of the Independent Registered Public Accountants at the 2023-05-05 meeting.

“The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: For Against Abstain 125,212,826 295,318 4,870,386”

BRC Inc. shareholders approved Election of Directors at the 2023-05-05 meeting.

“The stockholders elected both of the Class I nominees to serve as directors until the Company’s Annual Meeting of Stockholders in 2026. The voting results were as follows: Nominee For Withheld Broker Non-Votes Kathryn Dickson 106,974,428 12,522,290 10,881,812 Roland Smith 111,492,016 8,004,702 10,881,812”

Heath Nielsen resigned as Chief Retail Officer at BRC Inc..

“On April 18, 2023, Heath Nielsen informed BRC of his decision to resign as Chief Retail Officer of the Company to pursue other opportunities.”

Chris Mondzelewski was appointed as Chief Marketing Officer at BRC Inc..

“On April 21, 2023, BRC Inc. (“BRC” or the “Company”) announced the appointment of Chris Mondzelewski as Chief Marketing Officer, effective May 1, 2023.”

BRC Inc. updated its the quarter and full year ended December 31, 2022 guidance (initiated).

“On March 15, 2023, BRC Inc. (the “Company”) issued a press release announcing its results of operations for the quarter and full year ended December 31, 2022 and issued its financial guidance for 2023.”

Kristina Braendel was appointed as Chief Accounting Officer at BRC Inc..

“On January 31, 2023, the board of directors of BRC Inc. (the “Company”) appointed Kristina Braendel as Chief Accounting Officer of the Company and designated her as the Company’s principal accounting officer, effective January 31, 2023.”