Sec Form 4 Filing - Spellmeyer Jacob Virgil @ Black Rock Coffee Bar, Inc. - 2025-12-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spellmeyer Jacob Virgil 2. Issuer Name and Ticker or Trading Symbol Black Rock Coffee Bar, Inc. [ BRCB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BLACK ROCK COFFEE BAR, INC., 9170 E. BAHIA DRIVE, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2025 (Street) SCOTTSDALE, AZ85260 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares LLC Units ( 1 ) 12/28/2025 G( 2 ) V 99,062 ( 1 ) ( 1 ) Class A Common Stock 99,062 $ 0 99,062 D Class C Common Stock ( 3 ) ( 4 ) 12/28/2025 G( 2 ) V 99,062 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 99,062 $ 0 99,062 D LLC Units ( 1 ) 12/28/2025 G( 5 ) 99,062 ( 1 ) ( 1 ) Class A Common Stock 99,062 $ 0 0 D Class C Common Stock ( 3 ) ( 4 ) 12/28/2025 G( 5 ) 99,062 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 99,062 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spellmeyer Jacob Virgil C/O BLACK ROCK COFFEE BAR, INC. 9170 E. BAHIA DRIVE, SUITE 101 SCOTTSDALE, AZ85260 X X Signatures /s/ Sam Seiberling, Attorney in Fact for Jacob Spellmeyer 12/29/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (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. ( 2 )On December 28, 2025, the Reporting Person received 99,062 LLC Units and 99,062 shares of Class C Common Stock pursuant to a distribution to the Reporting Person as beneficiary of the Jacob V. Spellmeyer 2021 Irrevocable Trust. ( 3 )The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed. ( 4 )Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) September 15, 2035 and (ii) with respect to the Reporting Person, the date on which the aggregate number of shares of Class C Common Stock held by the Reporting Person or certain of his affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by the Reporting Person and certain of his affiliates as of September 15, 2025. ( 5 )On December 28, 2025, the Reporting Person gifted 99,062 LLC Units and 99,062 shares of Class C Common Stock (which shares automatically converted to shares of Class B Common Stock) to NCF Charitable Assets Trust, a donor advised fund. These shares remain subject to a Lock-Up Agreement for a period of 180 days after the date of the final prospectus relating to the public offering of the Issuer's Class A Common Stock (the "IPO"), as required pursuant to a Lock-Up Agreement the Reporting Person entered into with the underwriters in connection with the IPO. The Reporting Person does not have a pecuniary interest in the securities held by NCF Charitable Assets Trust.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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