Brilliant Earth Group, Inc.
For the period ended Apr 27, 2026. Filed Apr 27, 2026.
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Apr 27, 2026 · Filed Apr 27, 2026
Contents
THIRD FLOOR
SAN FRANCISCO, CA 94108
This proxy statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of Brilliant Earth Group, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on Wednesday, June 17, 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 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.
Holders of record of 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, (collectively, “Common Stock”), at the close of business on April 22, 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. Each share of our Class A common stock and our Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally, and each share of Class C common stock and Class D common stock entitles its holders to ten votes per share on all matters presented to our stockholders generally. At the close of business on the Record Date, there were 16,258,882 shares of Class A common stock, 35,822,342 shares of Class B common stock, and 49,119,976 shares of Class C common stock issued and outstanding and entitled to vote at the Annual Meeting, representing 3.0%, 6.6%, and 90.4% of the voting power of our Common Stock, respectively. As of the Record Date, there were no shares of Class D common stock issued and outstanding and entitled to vote at the Annual Meeting.
This proxy statement and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) will be released on or about April 27, 2026 to our stockholders as of the Record Date.
In this proxy statement, unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to Brilliant Earth Group, Inc., and, unless otherwise stated, all of its subsidiaries.
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