Black Rock Coffee Bar, Inc.

Limitations on effectiveness of controls and procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation and as a result of the material weaknesses described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective at a reasonable assurance level.

In connection with the audit of our consolidated financial statements for the years ended December 31, 2024 and 2023, our management determined that material weaknesses existed in our internal control over financial reporting due to (i) a lack of segregation of duties surrounding journal entries without sufficient compensating controls to ensure journal entries are appropriately reviewed and approved by an independent user other than the preparer with an appropriate level of supervision, and (ii) ineffective controls over the identification and accurate initial recognition of leases. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management is taking action to remediate the material weaknesses, which includes (i) designing and implementing additional or enhanced controls to address the access that could enable the creation of journal entries without review and approval, formalizing compensating controls and system controls that enable proper segregation of duties related to journal entry data and processes, and (ii) enhancing controls and processes to identify leases and accurately record their initial recognition. While we continue to take remediation steps, we have not concluded that the material weaknesses have been remediated as of September 30, 2025.

Changes in Internal Control over Financial Reporting

Other than in connection with our efforts to remediate our material weaknesses described above, there have been no changes during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.