BRC Inc.
08/24/2026 | Press release | Distributed by Public on 08/24/2026 04:11
Corporate Action, Amendments to Bylaws (Form 8-K)
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Item 3.03
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Material Modification to Rights of Security Holders.
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To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 21, 2026, BRC Inc. (the "Company") filed a Certificate of Amendment (the "Class A Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the "Class A Reverse Stock Split") of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), effective on August 21, 2026 at 5:01 p.m., Eastern Time (the "Class A Effective Time"), and a Certificate of Amendment (the "Class B Charter Amendment") to the Charter with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the "Class B Reverse Stock Split") of the Company's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), effective on August 21, 2026 at 5:02 p.m., Eastern Time (the "Class B Effective Time"). The Company's Class A Common Stock is expected to begin trading on a split-adjusted basis on the New York Stock Exchange (the "NYSE") at the commencement of trading on August 24, 2026 under the Company's existing trading symbol "BRCC". The new CUSIP number for the Class A Common Stock following the Class A Reverse Stock Split is 05601U204.
As previously reported, upon the recommendation of the Company's Board of Directors (the "Board"), at the Company's Annual Meeting of Stockholders held on May 28, 2026, the Company's stockholders approved amendments to the Charter to effect a reverse stock split of the Class A Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Board in its discretion. On April 10, 2026, holders of a majority of the Company's shares of Class B Common Stock previously approved, via written consent, amendments to the Charter to effect a reverse stock split of the Class B Common Stock contingent upon the effectiveness of, and at the same ratio as, the Class A Reverse Stock Split. On August 7, 2026, the Board approved a final reverse stock split ratio of 1-for-10 and abandoned all other reverse stock split amendments at different ratios.
As a result of the Class A Reverse Stock Split, at the Class A Effective Time, every 10 shares of the Company's issued and outstanding shares of Class A Common Stock immediately prior to the Class A Effective Time were automatically reclassified and combined, without any action on the part of the holder thereof, into one validly issued, fully-paid and non-assessable share of Class A Common Stock, subject to the treatment of fractional shares as described below. As a result of the Class B Reverse Stock Split, at the Class B Effective Time, every 10 shares of the Company's issued and outstanding shares of Class B Common Stock immediately prior to the Class B Effective Time were automatically reclassified and combined, without any action on the part of the holder thereof, into one validly issued, fully-paid and non-assessable share of Class B Common Stock, subject to the treatment of fractional shares as described below. The Class A Charter Amendment and the Class B Charter Amendment did not affect the number of authorized shares of Class A Common Stock or Class B Common Stock, or the par value of each share of Class A Common Stock or Class B Common Stock, respectively.
No fractional shares or scrip of Class A Common Stock or Class B Common Stock will be issued as a result of the Class A Reverse Stock Split or the Class B Reverse Stock Split, respectively. Continental Stock Transfer & Trust Company ("Continental"), the Company's transfer agent, will aggregate the fractional shares of Class A Common Stock that otherwise would have been issued and sell those shares in the open market at the then-prevailing price as soon as practicable after the Class A Effective Time. Holders otherwise entitled to receive a fractional share of Class A Common Stock will receive a cash payment from Continental representing their proportionate share of the proceeds from that sale. As soon as practicable after the Class B Effective Time, holders otherwise entitled to receive a fractional share of Class B Common Stock will receive a cash payment from the Company in an amount equal to (i) $0.88, which represents the closing price of the Class A Common Stock on the NYSE on August 21, 2026, multiplied by (ii) the fractional share of Class B Common Stock the holder otherwise would have been entitled to receive.
In addition, the Class A Reverse Stock Split will apply to the Class A Common Stock issuable upon the exercise or conversion, as applicable, of the Company's outstanding stock options, restricted stock units, performance stock units, and incentive units with proportionate adjustments, as applicable, to be made to the exercise or conversion prices in accordance with the applicable terms thereof. Furthermore, the number of shares of Class A Common Stock available for issuance under the Company's equity incentive plans will be proportionately adjusted for the 1-for-10 Class A Reverse Stock Split ratio, such that a fewer number of shares will be subject to such plans.
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The foregoing description is qualified in its entirety by the full text of the Class A Charter Amendment and Class B Charter Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
BRC Inc. published this content on August 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 24, 2026 at 10:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]