Black Rock Coffee Bar, Inc.BRCB
Black Rock Coffee Bar, Inc. Stock Compensation Disclosure
Equity-Based Compensation
Pre-IPO Incentive Plan
Prior to the IPO, certain employees and directors were granted profits interests units ("PI Units") in Black Rock OpCo which generally vested immediately upon a sale of the Company or an IPO. In connection with the Transactions, all outstanding PI Units were converted into LLC Units of Black Rock OpCo. The Company evaluated the conversion and exchange of PI Units as part of the Transactions and concluded the conversion and exchange was not a modification of the original PI Unit. Accordingly, the Company recognized equity-based compensation using the grant date fair value as measured on the original grant date of the PI Units which was determined to be immaterial. The unrecognized equity-based compensation for the restricted LLC Units still subject to time-based vesting requirements is immaterial.
2025 Incentive Award Plan
In September 2025, the Company's Board of Directors adopted the 2025 Incentive Award Plan (the "2025 Plan"), and the shareholders approved the 2025 Plan, effective in connection with the Company's IPO. The 2025 Plan provides for potential grants of the following awards with respect to shares of the Company's Class A common stock: (i) incentive stock options ("ISOs") qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options ("NSOs"); (iii) stock appreciation rights; (iv) restricted stock awards; (v) dividend equivalents; (vi) RSUs; and (vii) other stock or cash-based awards as determined by the Board, the compensation committee of the Board or any properly delegated subcommittee.
The initial maximum aggregate number of shares of the Company's Class A common stock that may be issued pursuant to awards under the 2025 Plan shall not exceed 4,354,880 shares. In addition, the number of shares of our Class A common stock available for issuance under the 2025 Plan will be subject to an annual increase on the first day of each calendar year beginning on and including January 1, 2026 and ending on and including January 1, 2035, equal to (i) 3% of the aggregate number of shares of Class A common stock, Class B common stock and Class C common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares of our Class A common stock as is determined by the Board. The maximum number of shares of the Company's Class A common stock that may be issued pursuant to the exercise of ISOs granted under the 2025 Plan is 10 million.
As of December 31, 2025, the Company had equity-based compensation awards outstanding consisting of RSUs and stock options.
Stock Options
In connection with the IPO, the Company granted employees stock options under the 2025 Plan to purchase shares of Class A common stock at an exercise price equal to the IPO price. The stock options will vest on September 15, 2028, subject to continued service through such date, which is the third anniversary of the date of the closing of the IPO. In addition, 381,097 stock options awarded to our Chief Executive Officer ("CEO") provide for accelerated vesting upon a qualified retirement event.
The following table summarizes the stock option activity for the year ended December 31, 2025:
| Stock Options Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding as of December 31, 2024 | — | ||||||||||||||||||||||
| Granted | 647,862 | $ | 20.00 | ||||||||||||||||||||
| Forfeited or cancelled | — | ||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 647,862 | $ | 20.00 | 9.7 | $ | 1,458 | |||||||||||||||||
As of December 31, 2025, no options were vested or exercisable. The total unrecognized equity-based compensation related to the stock options was approximately $5.7 million which is expected to be recognized over a weighted-average period of 2.5 years.
The grant date fair value of the stock options was determined using the Black-Scholes model with the following assumptions:
Dividend yield(1) | None | ||||
Volatility(2) | 48.3% | ||||
Risk-free interest rate(3) | 4.03% | ||||
Expected term (years)(4) | 5.5 | ||||
| Weighted-average grant date fair value per share | $9.84 | ||||
(1) The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock in the foreseeable future.
(2) Volatility was based on a group of industry peers with sufficient history.
(3) The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the options.
(4) Because the Company does not yet have sufficient historical exercise data to provide a reasonable basis for estimating future exercise patterns, the expected term was based on an analysis of exercise behavior of peer companies and management's judgment.
RSUs
The Company has granted RSUs to employees and directors under the 2025 Plan. RSUs represent the right to receive shares of the Company's Class A common stock at a specified future date. RSUs under the 2025 Plan are generally subject to a service condition. The service condition for employees is generally satisfied over 4 years, whereby 25% of the RSUs vest on each annual anniversary of the closing the Company's IPO, subject to continued service through the applicable vesting date. The service condition for directors is generally satisfied on the date of the annual meeting of shareholders to be held in 2026, or, if earlier, the first anniversary of the closing of the IPO, subject to continued service through the applicable vesting date. In addition, 187,500 RSUs awarded to our CEO provide for accelerated vesting upon a qualified retirement event. The unrecognized equity-based compensation expense related to the RSUs will be recognized over the remaining requisite service period, using the straight-line attribution method.
The activity for RSUs for the year ended December 31, 2025 was as follows:
| Number of RSUs | Weighted-Average Grant Date Fair Value | ||||||||||
| Nonvested at December 31, 2024 | — | ||||||||||
| Granted | 341,246 | $ | 20.00 | ||||||||
| Forfeited or cancelled | — | ||||||||||
| Nonvested at December 31, 2025 | 341,246 | $ | 20.00 | ||||||||
As of December 31, 2025, unrecognized compensation cost related to RSUs, was approximately $6.1 million, which is expected to be recognized over a weighted-average period of 2.7 years.
Equity-Based Compensation
| Year Ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Selling, general and administrative expenses | $ | 2,081 | $ | — | $ | — | |||||||||||
As of December 31, 2025, total unrecognized equity-based compensation related to unvested stock awards will be recognized as follows for the periods presented:
| (in thousands) | |||||
| 2026 | $ | 4,676 | |||
| 2027 | 4,362 | ||||
| 2028 | 2,254 | ||||
| 2029 | 457 | ||||
| Total unrecognized equity-based compensation | $ | 11,749 | |||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.