Brilliant Earth Group, Inc.
For the period ended Apr 27, 2026. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 27, 2026 · Filed Apr 27, 2026
Contents
THIRD FLOOR
SAN FRANCISCO, CA 94108
Notice of Annual Meeting of Stockholders To be Held on Wednesday, June 17, 2026
The Annual Meeting of Stockholders (the “Annual Meeting”) of Brilliant Earth Group, Inc., a Nevada corporation (the “Company”), will be held at 9:00 a.m., Pacific Time, on Wednesday, June 17, 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 electronically and submit your questions by visiting www.virtualshareholdermeeting.com/BRLT2026 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 is called for the following purposes:
| MATTER | |
|---|---|
| ➊ | To elect Eric Grossberg, Attica A. Jaques and Gavin M. Turner, as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified; |
| ➋ | To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| ➌ | 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 our outstanding shares of capital stock, composed of Class A common stock, par value $0.0001 per share, Class B common stock, par value $0.0001 per share, Class C common stock, par value $0.0001 per share, and Class D common stock, par value $0.0001 per share, at the close of business on April 22, 2026, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. 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 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 electronically 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
San Francisco, California
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| INFORMATION ABOUT THIS PROXY STATEMENT | 3 |
| QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 4 |
| PROPOSAL 1: Election of Directors | 8 |
| PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 12 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 13 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS | 14 |
| EXECUTIVE OFFICERS | 16 |
| CORPORATE GOVERNANCE | 17 |
| EXECUTIVE COMPENSATION | 26 |
| BOARD COMPENSATION | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 36 |
| OTHER MATTERS | 38 |
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