Black Rock Coffee Bar, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Black Rock Coffee Bar, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

BLACK ROCK COFFEE BAR, INC.

9170 E. Bahia Drive, Suite 101

Scottsdale, AZ 85260

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD WEDNESDAY, MAY 27, 2026

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”), will be held at 9:00 a.m. (Pacific Time), on Wednesday, May 27, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BRCB2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

•To elect Jeff Hernandez and Kristina Cashman as Class I directors to serve until the 2029 Annual Meeting of Shareholders, and until their respective successors shall have been duly elected and qualified;

•To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of the Company’s common stock, composed of Class A common stock, Class B common stock, and Class C common stock as of the close of business on April 1, 2026 are entitled to notice of and to vote at the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of such shareholders will be open to the examination of any shareholder for a purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting during ordinary business hours at the Company’s principal executive office. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date, and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors,

Samuel J. Seiberling

Chief Legal Officer and Secretary

Scottsdale, AZ

April 16, 2026

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To Be Held Wednesday, May 27, 2026

at 9:00 a.m. (Pacific Time)

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Black Rock Coffee Bar, Inc. (the “Company” or “Black Rock Coffee Bar”) of proxies to be voted at our 2026 Annual Meeting of Shareholders to be held on Wednesday, May 27, 2026 (the “Annual Meeting”), at 9:00 a.m. (Pacific Time), and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BRCB2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Holders of record of shares of Class A common stock, $0.00001 par value per share, Class B common stock, $0.00001 par value per share, and Class C common stock, $0.00001 par value per share (collectively, the “Common Stock”), as of the close of business on April 1, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the Annual Meeting. As of the Record Date, there were 18,017,471 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting, 10,377,136 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting, and 21,661,200 shares of Class C common stock outstanding and entitled to vote at the Annual Meeting, representing 7.4%, 4.2%, and 88.4% of the voting power of the Common Stock, respectively. Each share of Class A common stock is entitled to one vote per share, each share of Class B common stock is entitled to one vote per share, and each share of Class C common stock is entitled to ten votes per share on any matter presented to shareholders at the Annual Meeting.

This proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) will be released on or about April 16, 2026 to the Company’s shareholders on the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON WEDNESDAY, MAY 27, 2026

This Proxy Statement and the Company’s 2025 Form 10-K are available at

www.proxyvote.com

PROPOSALS

At the Annual Meeting, the Company’s shareholders will be asked:

•To elect Jeff Hernandez and Kristina Cashman as Class I directors to serve until the 2029 Annual Meeting of Shareholders, and until their respective successors shall have been duly elected and qualified;

•To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the shareholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

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RECOMMENDATIONS OF THE BOARD

The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote:

•FOR the election of each Jeff Hernandez and Kristina Cashman as Class I directors; and

•FOR the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

INFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement.

You are viewing or have received these proxy materials because the Company’s Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials

As permitted by SEC rules, the Company is making this proxy statement and its 2025 Form 10-K available to its shareholders electronically via the Internet. On or about April 16, 2026, the Company mailed or intend to mail to the Company’s shareholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and the Company’s 2025 Form 10-K and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Form 10-K. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of the Company’s proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of the Company’s Proxy Materials

If you received printed copies of the Company’s proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding

The SEC’s rules permit us and intermediaries (e.g., brokers, banks and other agents) to deliver a single set of proxy materials to one address shared by two or more of the Company’s shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we and a number of intermediaries with account holders who are the Company’s shareholders have delivered only one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. A proxy card or voting instruction form will be delivered for each of the shareholders sharing an address. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. (“Broadridge”) at (866) 540-7095 or in writing at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

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