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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Black Rock Coffee Bar, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
092244102 (CUSIP Number) |
02/26/2026
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 092244102 |
| 1 | Names of Reporting Persons
Samuel W. Weatherford | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,415,380.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Amount in rows 5 and 7 consists of (a) 234,366 membership units ("LLC Units") of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") held by the Bryan D. Pereboom 2021 Trust, (b) 305,366 LLC Units held by the Nicole R. Pereboom 2021 Trust (together with the Bryan D. Pereboom 2021 Trust, the "Pereboom Trusts") and (c) 2,875,648 LLC Units held by Aureata Fuel, LLC, of which the Pereboom Trusts are members. Mr. Weatherford serves as the investment advisor for the Pereboom Trusts. As investment advisor, Mr. Weatherford may be deemed to hold voting and investment power with respect to the shares held by or beneficially owned by the Pereboom Trusts. Mr. Weatherford disclaims beneficial ownership of the shares held by or beneficially owned by the Pereboom Trusts except to the extent of his pecuniary interest therein.
Holders of LLC Units may elect to have Black Rock OpCo redeem their LLC Units for either shares of Class A Common Stock on a one-for-one basis or, at the Black Rock Coffee Bar, Inc.'s (the "Issuer") election (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled.
The total outstanding shares of Class A Common Stock used in calculating the percent of class assumes the conversion of all of the Reporting Person's LLC Units into Class A Common Stock, resulting in a total of 20,893,832 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 3,415,380 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).
SCHEDULE 13G
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| CUSIP Number(s): | 092244102 |
| 1 | Names of Reporting Persons
Gordon Scharf | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,904,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Amount in rows 5 and 7 consists of LLC Units of Black Rock OpCo held by Aureata Fuel, LLC. Mr. Scharf serves as the manager of Aureata Fuel, LLC. As the manager of Aureata Fuel, LLC, Mr. Scharf may be deemed to hold voting and investment power with respect to the shares held by Aureata Fuel, LLC. Mr. Scharf disclaims beneficial ownership of the shares held by Aureata Fuel, LLC except to the extent of his pecuniary interest therein.
Holders of LLC Units may elect to have Black Rock OpCo redeem their LLC Units for either shares of Class A Common Stock on a one-for-one basis or, at the Black Rock Coffee Bar, Inc.'s (the "Issuer") election (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled.
The total outstanding shares of Class A Common Stock used in calculating the percent of class assumes the conversion of all of the Reporting Person's LLC Units into Class A Common Stock, resulting in a total of 20,383,147 shares of Class A Common Stock outstanding (which reflects the sum of (i) 17,478,452 shares of Class A Common Stock outstanding as of March 1, 2026 and (ii) 2,904,695 shares of Class A Common Stock issuable upon conversion of the Reporting Person's LLC Units).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Black Rock Coffee Bar, Inc. | |
| (b) | Address of issuer's principal executive offices:
9170 E. Bahia Drive, Suite 101, Scottsdale, AZ, 85260 | |
| Item 2. | ||
| (a) | Name of person filing:
Samuel W. Weatherford and Gordon Scharf | |
| (b) | Address or principal business office or, if none, residence:
c/o Black Rock Coffee Bar, Inc. 9170 E. Bahia Drive, Suite 101, Scottsdale, AZ 85260 | |
| (c) | Citizenship:
See Item 4 of each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP Number(s):
092244102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 of each cover page. | |
| (b) | Percent of class:
See Item 11 of each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 of each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended |