🧾 What This Document Is

This is BRC Inc.'s Definitive Proxy Statement (DEF 14A) for its 2026 Annual Meeting of Stockholders. Its purpose is to provide shareholders with the information they need to vote on key proposals. The meeting will be held virtually on May 28, 2026, at 11:00 a.m. Eastern Time.

👉 Why it matters: If you own BRCC stock, this document tells you what you're voting on, who is running the company, and how it's governed. Your vote counts.

🏢 What The Company Does

Black Rifle Coffee Company (BRCC) is a veteran-founded premium coffee company with a strong patriotic brand identity. In simple terms, they sell high-quality coffee and merchandise, often with a military and first-responder theme, directly to consumers and through retail partners. Their mission is to inspire the "American Dream" through hard work and adventure.

👉 Why it matters: This context is crucial. Their unique brand drives their business model, influences their community outreach (like hiring veterans), and shapes their corporate governance, including having founder Evan Hafer as Executive Chairman with significant voting control.

🗳️ The Proposals: What You're Voting On

Shareholders will vote on four main items:

1. Elect Three Class I Directors: Re-elect Kathryn Dickson, Chris Mondzelewski (CEO), and Lawrence "Chip" Molloy for 3-year terms.
2. Ratify Auditors: Approve Ernst & Young LLP as the independent accounting firm for 2026.
3. Authorize a Reverse Stock Split: This is the most significant proposal. Approve amendments to allow a reverse stock split of Class A common stock at a ratio between 1-for-10 and 1-for-50, as chosen by the Board.
4. Approve Adjournment: Allow the Board to delay the meeting if needed to get more votes for Proposal #3.

👉 Why it matters: Proposals 1 & 2 are routine. Proposal 3 is a major corporate action driven by the stock's low price. Proposal 4 is a procedural safety net for Proposal 3.

🔙 The Reverse Stock Split: The Core Issue

Proposal #3 is the heart of this proxy. The Board wants authority to implement a reverse split to consolidate shares and increase the per-share stock price.

• Reason: To meet the NYSE's continued listing requirement that stocks maintain a minimum average closing price of $1.00 per share. BRCC's stock has been trading below this level.
• Goal: A higher stock price per share can improve the stock's image, potentially attract institutional investors, reduce price volatility, and help with employee retention.
• Board Discretion: If approved, the Board will decide the exact ratio (e.g., 1-for-10, 1-for-25) within the 1-for-10 to 1-for-50 range and has the power not to proceed if they choose.

👉 Why it matters: A reverse split doesn't change the company's fundamental value (your total investment value stays the same), but it's often seen as a sign of distress. It's a necessary step to avoid being delisted from the NYSE, which would severely hurt liquidity and investor confidence.

🏛️ Governance & The Board

BRCC is a "controlled company" under NYSE rules because founder Evan Hafer holds a majority of the voting power (approx. 51%). This gives him significant influence over director elections and corporate decisions.

• Board Structure: 10 directors in three classes. 3 are up for election this year.
• Key Committees: Audit (Chair: Chip Molloy), Compensation (Chair: Mel Landis), Nominating & Governance (Chair: Sean Moriarty).
• Director Nominees:
  • Kathryn Dickson (Independent): Former President of Manitoba Harvest, extensive CPG marketing experience (Mattel, General Mills). U.S. Air Force veteran.
  • Chris Mondzelewski (CEO): Internal promotion. Former President & CMO of BRCC, with deep experience at Mars and Kraft. U.S. Marine veteran.
  • Lawrence "Chip" Molloy (Independent): Former CFO of Sprouts, extensive finance/PE experience. U.S. Navy veteran.

👉 Why it matters: Hafer's control means Proposals 1 and 3 are likely to pass. The board has strong ties to the military community and deep experience in consumer goods and finance, which aligns with the company's brand and operational needs.

💼 Executive Compensation

The filing details the pay for Named Executive Officers (NEOs) for 2025.

• 2025 Summary Compensation Table:
  • Chris Mondzelewski (CEO): $800,000 salary, $1,160,000 bonus, Total: $3,726,808 (including equity awards).
  • John Parker (CFO): $400,000 salary, $412,800 bonus, Total: $1,552,765.
  • Evan Hafer (Founder/Exec. Chairman): $0 salary, $0 bonus, Total: $0 (he likely gains value through his controlling equity stake).
• Philosophy: Pay is designed to be performance-based, using cash bonuses and equity (restricted stock units) to align executives with long-term shareholder value.

👉 Why it matters: It shows how leadership is incentivized. The CEO's pay is heavily weighted toward performance bonuses and equity, which should tie his rewards to the company's success.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths:
  • Powerful, loyal brand with a clear identity and community (veterans/first responders).
  • Mission-driven culture that aids employee retention and marketing.
  • Experienced board with CPG, finance, and military backgrounds.
  • Founder's controlling stake provides stability and long-term vision.
• ⚠️ Risks:
  • Stock price performance has been poor, necessitating a reverse split to stay listed.
  • Controlled company structure can limit minority shareholder influence.
  • Brand concentration risk: Its success is tightly linked to its specific patriotic niche.
  • Competitive market: Faces intense competition in the coffee and DTC spaces.

📅 Key Dates & Logistics

• Record Date: March 31, 2026 (you must own shares by this date to vote).
• Meeting: May 28, 2026, at 11:00 a.m. ET.
• Virtual Access: www.virtualshareholdermeeting.com/BRCC2026 (requires your 16-digit control number).
• Voting Deadline: 11:59 p.m. ET on May 27, 2026 (for internet/phone).

🧠 The Analogy

Imagine your favorite local coffee shop, known for its strong community vibe, is in a tough spot. Their "share punch card" (like a stock) has gotten so cheap that the mall (the NYSE) is about to kick them out. To stay, they propose trading in every 25 of your old punch cards for one new card that works the same way but has 25 times the "value" printed on it. The owner (Evan Hafer) who holds most of the cards thinks this will make the card look more respectable and keep the shop in the mall. You, as a cardholder, have to decide if this move will really help the business long-term or if it's just rearranging deck chairs on a sinking ship.

🧩 Final Takeaway

This proxy centers on a critical vote to authorize a reverse stock split, a defensive move by BRCC's controlled board to maintain its NYSE listing amid a slumping share price. While the company has a strong brand and experienced leadership, this action highlights underlying business challenges that shareholders must weigh when casting their votes.