🧾 What This Document Is — A Preview of What Shareholders Will Vote On

This is a PRELIMINARY Proxy Statement (Form PRE 14A) for BRC Inc., the parent company of Black Rifle Coffee Company. Think of it as a draft agenda and information packet sent to shareholders before the big annual meeting. Its main job is to explain the issues up for a vote and provide details so shareholders can make informed decisions. The meeting itself is scheduled as a virtual event on May 28, 2026, at 11:00 a.m. ET.

👉 Why it matters: As a shareholder, this document tells you what you're voting on, why the company wants you to vote a certain way, and gives you key details about the company's leadership and finances. Since it's "preliminary," some details like exact share counts might be filled in later.

🏢 What The Company Does — Patriotic Coffee for a Cause

In simple terms… BRC Inc. operates as Black Rifle Coffee Company, a premium coffee brand that strongly identifies with and supports the U.S. military, veterans, and first responder communities. It's not just about selling coffee; it's built around a mission and a lifestyle brand.

The company positions itself as a "public benefit corporation," meaning it has a stated goal of inspiring the American Dream and giving back. A significant part of its identity involves philanthropy, like donating coffee and funds to veteran-focused organizations and hiring from the veteran community.

💰 Key Proposal #3 — The Reverse Stock Split (The Big One)

This is the most consequential item on the agenda. The Board is asking shareholders to approve a reverse stock split of the Class A common stock.

• The Ask: To amend the company's charter to allow a reverse split at a ratio between 1-for-10 and 1-for-50 (e.g., for every 10 to 50 shares you own, you'd get 1 share). The exact ratio would be chosen later by the Board.
• The "Why": It's primarily about maintaining the company's listing on the New York Stock Exchange (NYSE). The NYSE requires a minimum average share price. This move is designed to increase the stock price to meet that requirement.
• Other Rationale: The company argues it could also reduce share price volatility, attract more institutional investors, and improve employee retention (as stock options become more valuable with a higher per-share price).
• 👉 Why it matters to shareholders: A reverse split doesn't change the total value of your investment initially. If you own 100 shares at $1 each ($100 total) and they do a 1-for-10 split, you'd own 10 shares at $10 each (still $100 total). However, it's often a signal that a company's stock is struggling. It can sometimes lead to a lower market cap over time and may not solve underlying business issues. The vote requires approval from a majority of all Class A shares, so Evan Hafer's 51% voting power is pivotal.

🗳️ Other Proposals at the Meeting

• Proposal No. 1: Elect Directors. Shareholders will vote to elect three Class I directors to three-year terms: Kathryn Dickson, Chris Mondzelewski (the CEO), and Lawrence "Chip" Molloy. The Board unanimously recommends voting "FOR" them.
• Proposal No. 2: Ratify Auditors. This is a routine vote to approve Ernst & Young LLP as the company's accounting firm for 2026.
• Proposal No. 4: Adjourn if Needed. This is a procedural vote that allows the company to delay the meeting if there aren't enough votes to pass Proposal No. 3 (the reverse split), giving them more time to solicit more "FOR" votes.
• The Controlling Shareholder: Founder Evan Hafer controls ~51% of the voting power. He intends to vote his shares in favor of all proposals, which makes passage of Proposal No. 3 highly likely, pending the final vote count.

👥 Governance & Leadership Structure

BRC Inc. is considered a "controlled company" under NYSE rules because Evan Hafer holds a majority of the voting power. This means it can avoid certain governance rules, like having a board made up of a majority of independent directors.

• Board Leadership: Evan Hafer is the Founder and Executive Chairman. Clayton Hutmacher is the Lead Independent Director. The Board believes this structure works because of Hafer's deep company knowledge, balanced by Hutmacher's independent oversight.
• The Board: It has 10 directors with a mix of backgrounds. A key detail is that under an agreement, Hafer has the right to nominate 3 directors, and the investment firm Engaged Capital has the right to nominate 2. This agreement also gives Hafer significant voting control over director elections until 2027.
• Committees: The main committees (Audit, Compensation, Nominating) have members listed with their chairs. For example, Lawrence Molloy chairs the Audit Committee, and the Board has determined he is an "audit committee financial expert."

💵 Executive Compensation Snapshot

The filing provides details on how top executives are paid, aiming to align pay with company performance.

• Philosophy: Compensation includes a mix of base salary, annual bonuses tied to performance goals, and long-term equity awards (like stock units) to encourage focus on the company's future growth.
• 2025 Pay: The "Summary Compensation Table" (referenced but not shown in the excerpt) would list the specific 2025 pay for Named Executive Officers (NEOs). The filing mentions the philosophy and components but doesn't display the final numbers for 2025 in this preliminary version.
• Agreements: The company has specific employment agreements with certain executives, including provisions for what happens if there's a "change in control" (like a sale of the company) and they are terminated.

📅 Key Dates & Contacts

• Record Date: March 31, 2026 (You must own shares by this date to vote).
• Meeting Date: May 28, 2026, at 11:00 a.m. ET (Virtual at www.virtualshareholdermeeting.com/BRCC2026).
• Proxy Solicitor: The company hired D.F. King & Co., Inc. to help get shareholders to vote. They can be reached at:
  • Banks and brokers: (646) 970-2127
  • All others: (800) 659-5550
  • Email: [email protected]
• Investor Relations Contact: For questions about the company or shareholder list, contact: [email protected]
• Corporate Secretary: Andrew McCormick, General Counsel and Secretary.

🧠 The Analogy

Think of the reverse stock split proposal as a "stock consolidation." Imagine you have a $1 bill that's worn out and hard to spend. You go to the bank and exchange it for a shiny new $10 bill, but you have to give them nine more worn-out $1 bills to get it. You now have one piece of currency that looks more valuable and is easier to use, but the total value of what you own is the same. The company is hoping a "shinier," higher-priced stock will be more attractive to investors and keep them listed on the major exchange.

🧩 Final Takeaway

Black Rifle Coffee's annual meeting is crucial because shareholders are being asked to approve a reverse stock split primarily to avoid being delisted from the NYSE. With founder Evan Hafer holding majority voting control, this proposal is expected to pass. The meeting is also a moment to re-elect directors, including the current CEO, and ratify the company's auditors, all within the context of the company's unique brand as a patriotic, veteran-focused business.