Black Rock Coffee Bar, Inc.

Previous wording

We are a high-growth operator of guest-centric, drive-thru coffee bars offering premium caffeinated beverages and an elevated in-store experience crafted by our engaging baristas. Black Rock Coffee Bar was founded in 2008 in Beaverton, Oregon, by our co-founders Daniel Brand and Jeff Hernandez. What started as a single 160 square foot coffee bar in 2008 is now one of the fastest growing beverage companies in the United States by revenue and the largest fully company-owned coffee retailer in the country, with 190 locations spanning seven states as of March 31, 2026, from the Pacific Northwest to Texas.

Current wording

We are a high-growth operator of guest-centric, drive-thru coffee bars offering premium caffeinated beverages and an elevated in-store experience crafted by our engaging baristas. Black Rock Coffee Bar was founded in 2008 in Beaverton, Oregon, by our co-founders Daniel Brand and Jeff Hernandez. What started as a single 160 square foot coffee bar in 2008 is now one of the fastest growing beverage companies in the United States by revenue and the largest fully company-owned coffee retailer in the country, with 200 locations spanning seven states as of June 30, 2026, from the Pacific Northwest to Texas.

Previous wording

During the three months ended March 31, 2026, we demonstrated strong execution and meaningful acceleration across the business, supported by total revenue growth, sustained Same Store Sales Growth, and an expansion of our Store-Level Profit Margin. Performance for the quarter reflected progress against our strategic priorities, including deepening customer engagement, strengthening our people-oriented culture, and continuing to expand our marketing presence.

Current wording

During the three months ended June 30, 2026, we demonstrated another strong quarter supported by total revenue growth, sustained Same Store Sales Growth, and an expansion of our Store-Level Profit Margin. Performance for the quarter reflected progress against our strategic priorities, including deepening customer engagement, strengthening our people-oriented culture, and continuing to expand our marketing presence.

Previous wording

For the three months ended March 31, 2026, we opened 9 net new stores across Colorado, Texas, Arizona, and Oregon, bringing our total store count to 190. As a result, Total revenue grew 23.7% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Total revenue also saw contribution from 5.2% Same Store Sales Growth, supported by check growth and lower discounting during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, partially offset by softer transaction volume for the three months ended March 31, 2026.

Current wording

For the three months ended June 30, 2026, we opened 10 net new stores across Colorado, Texas, Arizona, and Idaho, bringing our total store count to 200. As a result, Total revenue grew 25.0% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Total revenue also saw contribution from 4.2% Same Store Sales Growth, supported by menu price increases and check growth during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, partially offset by softer transaction volume for the three months ended June 30, 2026.

Previous wording

Income from operations margin decreased to 4.8% for the three months ended March 31, 2026 from 5.0% for the three months ended March 31, 2025. Further, Store-Level Profit Margin increased to 29.6% for the three months ended March 31, 2026 from 28.3% for the three months ended March 31, 2025. The increase in Store-Level Profit Margin was primarily driven by operational discipline, cost management and improving unit-level economics.

Current wording

Income from operations margin remained flat at 6.5% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Further, Store-Level Profit Margin increased to 30.2% for the three months ended June 30, 2026 from 29.5% for the three months ended June 30, 2025. The increase in Store-Level Profit Margin was primarily driven by operational discipline, cost management and improving unit-level economics.

Previous wording

As of March 31, 2026 and 2025, there were 144 stores and 121 stores, respectively, in our comparable store base.

Current wording

As of June 30, 2026 and 2025, there were 149 stores and 125 stores, respectively, in our comparable store base.

Previous wording

Store revenue increased $10.6 million, or 23.7%, to $55.4 million for the three months ended March 31, 2026, compared to $44.8 million for the three months ended March 31, 2025. The increase in store revenue was primarily driven by 36 Net New Store Openings subsequent to March 31, 2025, which contributed $7.5 million, in the three months ended March 31, 2026. The increase was also driven by 10 stores opened prior to March 31, 2025 that are not yet in the comparable store base, which contributed an incremental $0.8 million for the three months ended March 31, 2026, in addition to the $2.0 million these 10 stores contributed for the three months ended March 31, 2025. The remainder of the increase was primarily driven by Same Store Sales Growth of 5.2%, which contributed $2.2 million, which consists of 3.0%, or $1.3 million, from menu price increases, and 2.8%, or $1.2 million, from increased check size for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, partially offset by a decrease of 0.6%, or $0.3 million, as a result of decreased traffic.

Current wording

Store revenue increased $12.6 million, or 25.0%, to $62.9 million for the three months ended June 30, 2026, compared to $50.3 million for the three months ended June 30, 2025. The increase in store revenue was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025, which contributed $9.8 million, in the three months ended June 30, 2026. The increase was also driven by 9 stores opened during the six months ended June 30, 2025 that are not yet in the comparable store base, which contributed an incremental $0.8 million for the three months ended June 30, 2026, in addition to the $1.8 million these 9 stores contributed for the three months ended June 30, 2025. The remainder of the increase was primarily driven by Same Store Sales Growth of 4.2%, that contributed $2.0 million, which consists of 2.4%, or $1.1 million, from menu price increases, and 3.8%, or $1.8 million, from increased check size for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, partially offset by a decrease of 2.0%, or $0.9 million, as a result of decreased traffic.

Previous wording

Other increased $24 thousand, or 52.2%, to $70 thousand for the three months ended March 31, 2026, compared to $46 thousand for the three months ended March 31, 2025. The increase in other was primarily driven by an increase in online and subscription bean sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Other increased $8 thousand, or 13.8%, to $66 thousand for the three months ended June 30, 2026, compared to $58 thousand for the three months ended June 30, 2025. The increase in other was primarily driven by an increase in online and subscription bean sales for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Beverage, food and packaging costs increased $2.3 million, or 18.4%, to $15.0 million for the three months ended March 31, 2026, compared to $12.7 million for the three months ended March 31, 2025. The increase in beverage, food and packaging costs was primarily driven by 36 Net New Store Openings subsequent to March 31, 2025, which contributed approximately $2.0 million of incremental expense.

Current wording

Beverage, food and packaging costs increased $2.3 million, or 15.6%, to $17.0 million for the three months ended June 30, 2026, compared to $14.7 million for the three months ended June 30, 2025. The increase in beverage, food and packaging costs was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025, which contributed approximately $2.7 million of incremental expense.

Previous wording

As a percentage of total revenue, beverage, food and packaging costs decreased for the three months ended March 31, 2026 primarily due to lower discounting and improvements in operating efficiencies.

Current wording

As apercentage of Total revenue, beverage, food and packaging costs decreased for the three months ended June 30, 2026 primarily due to lower discounting and improvements in operating efficiencies.

Previous wording

Labor and related expenses increased$2.1 million, or 21.8%, to$11.5 million for the three months ended March 31, 2026, compared to$9.4 millionfor thethree months ended March 31, 2025. The increase in labor and related expenses was primarily driven by 36 Net New Store Openings subsequent to March 31, 2025, which contributed approximately$1.9 million in incremental expense, as well as an increase in prevailing wage rates in three of our markets.

Current wording

Labor and related expenses increased $2.9 million, or 27.5%, to $13.2 million for the three months ended June 30, 2026, compared to$10.4 millionfor thethree months ended June 30, 2025. The increase in labor and related expenses was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025, which contributed approximately $2.4 million in incremental expense, as well as an increase in prevailing wage rates in three of our markets.

Previous wording

Occupancy and related expenses increased$1.0 million, or 26.1%, to $4.7 million for thethree months ended March 31, 2026, compared to $3.7 million for the three months ended March 31, 2025. The increase in occupancy and related expenses was primarily due to 36 Net New Store Openings subsequent to March 31, 2025, which contributed approximately $1.0 million in incremental expense.

Current wording

Occupancy and related expenses increased $1.2 million, or 31.4%, to $5.1 million for thethree months ended June 30, 2026, compared to $3.9 million for the three months ended June 30, 2025. The increase in occupancy and related expenses was primarily due to 42 Net New Store Openings subsequent to June 30, 2025, which contributed approximately $1.2 million in incremental expense.

Previous wording

Other store operating expenses increased $1.5 million, or 24.7%, to $7.8 million for thethree months ended March 31, 2026, compared to $6.2 million for the three months ended March 31, 2025. The increase in other store operating expenses was primarily driven by higher delivery commissions and merchant processing fees associated with increased sales and transaction volumes, which contributed approximately$0.6 million of incremental expense and increased operating costs associated with 36 Net New Store Openings subsequent to March 31, 2025.

Current wording

Other store operating expenses increased $2.1 million, or 31.5%, to $8.6 million for thethree months ended June 30, 2026, compared to $6.6 million for the three months ended June 30, 2025. The increase in other store operating expenses was primarily driven by increased operating costs associated with 42 Net New Store Openings subsequent to June 30, 2025, higher delivery commissions and merchant processing fees associated with increased sales and transaction volumes, which contributed approximately$0.5 million of incremental expense, and an increase in repairs and maintenance which contributed$0.4 million of incremental expense.

Previous wording

Depreciation and amortization incre ased$0.6 million, or 19.8%, to$3.5 million for the three months ended March 31, 2026, compared to$2.9 millionfor thethree months ended March 31, 2025. The increase in depreciation and amortization was primarily driven by 36 Net New Store Openings subsequent to March 31, 2025.

Current wording

Depreciation and amortization increased $1.0 million, or 33.6%, to $3.9 million for the three months ended June 30, 2026, compared to$2.9 millionfor thethree months ended June 30, 2025. The increase in depreciation and amortization was primarily driven by 42 Net New Store Openings subsequent to June 30, 2025.

Previous wording

Pre-opening costs increased $0.4 million, or 51.5%, to $1.1 million for thethree months ended March 31, 2026, compared to $0.7 million for the three months ended March 31, 2025. The increase in pre-opening costs was primarily a result of increased wages and team costs as a result of 4 more Net New Store Openings for thethree months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

Pre-opening costs increased $0.4 million, or 48.5%, to $1.3 million for thethree months ended June 30, 2026, compared to $0.8 million for the three months ended June 30, 2025. The increase in pre-opening costs was primarily a result of increased wages and team costs as a result of 6 more Net New Store Openings for thethree months ended June 30, 2026 compared to the three months ended June 30, 2025.

Previous wording

Interest expense, net decreased $2.6 million, or 86.1%, to $0.4 million for thethree months ended March 31, 2026, compared to $3.0 million for the three months ended March 31, 2025. The decrease in interest expense, net was primarily driven by repaying all outstanding borrowings under the Prior Credit Facility and entering into the New Credit Facilities, which carry a lower interest rate and less outstanding borrowings when compared to the Prior Credit Facility.

Current wording

Interest expense, net decreased $2.6 million, or 83.1%, to $0.5 million for thethree months ended June 30, 2026, compared to $3.1 million for the three months ended June 30, 2025. The decrease in interest expense, net was primarily driven by repaying all outstanding borrowings under the Prior Credit Facility and entering into the New Credit Facilities, which carry a lower interest rate and less outstanding borrowings when compared to the Prior Credit Facility.

Previous wording

The increase of $337 thousand in other expense, net to $352 thousand for the three months ended March 31, 2026 from $15 thousand for the three months ended March 31, 2025 was primarily driven $351 thousand of remeasurement expense related to the TRA liability incurred during the three months ended March 31, 2026.

Current wording

The decrease of $0.8 million in other expense, net to $0.3 million for the three months ended June 30, 2026 from $1.1 million of expense for the three months ended June 30, 2025 was primarily driven by $1.1 million of capital restructuring fees incurred during the three months ended June 30, 2025, partially offset by $0.3 million of remeasurement expense related to the TRA liability incurred during the three months ended June 30, 2026.

Previous wording

Selling, general, and administrative expenses increased $2.4 million, or 34.3%, to $9.2 million for thethree months ended March 31, 2026, compared to $6.9 million for the three months ended March 31, 2025. The increase in selling, general, and administrative expenses was primarily driven by a$0.9 million increase in our corporate payroll expenses as a result of increased headcount to support future growth and strategic initiatives, $0.7 million of incremental public company costs and an increased investment in marketing which contributed $0.4 million of incremental expense for the three months ended March 31, 2026. The remainder of the increase was primarily driven bya$1.2 million increase in equity-based compensation, partially offset by $1.1 million of IPO-related expenses incurred during the three months ended March 31, 2025.

Current wording

Selling, general, and administrative expenses increased $4.3 million, or 29.2%, to $19.0 million for the six months ended June 30, 2026, compared to $14.7 million for the six months ended June 30, 2025. The increase in selling, general, and administrative expenses was primarily driven by a $2.3 million increase in equity-based compensation, $1.7 million increase in our corporate payroll expenses as a result of increased headcount to support expected future growth and strategic initiatives, $1.8 million of incremental public company costs and an increased investment in marketing which contributed $0.6 million of incremental expense for the six months ended June 30, 2026, partially offset by $2.6 million of IPO-related expenses incurred during the six months ended June 30, 2025.

Previous wording

(2)For the three months ended March 31, 2026, includes non-recurring legal fees. For the three months ended March 31, 2025, includes legal costs, offset by insurance proceeds.

Current wording

(2)For the six months ended June 30, 2026, includes non-recurring legal costs. For the six months ended June 30, 2025, includes legal costs, offset by insurance proceeds.

Previous wording

In addition, we may require additional capital resources to execute strategic initiatives to grow our business in the future. We believe, however, that cash provided by operating activities and existing cash on hand, together with remaining amounts available under our New Credit Facilities and collections of tenant improvement allowances, will be sufficient to satisfy our anticipated cash requirements for the next twelve months and the foreseeable future, including our expected capital expenditures for expansion of our store base and production facilities, incremental public company costs, debt service requirements, Tax Receivable Agreement obligations, operating lease obligations, and working capital obligations. See Note 6 (Long-Term Debt), Note 7 (Leases) and Note 10 (Income Taxes and Tax Receivable Agreement) to our condensed consolidated financial statements included elsewhere in this Form 10-Q for more information. Our sources of liquidity could be affected by factors described in Part I, Item 1A "Risk Factors" in our 10-K, and risk factors described in Part II, Item 1A “Risk Factors” and elsewhere in this Form 10-Q, depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all.

Current wording

In addition, we may require additional capital resources to execute strategic initiatives to grow our business in the future. We believe, however, that cash provided by operating activities and existing cash on hand, together with remaining amounts available under our New Credit Facilities and collections of tenant improvement allowances, will be sufficient to satisfy our anticipated cash requirements for the next twelve months and the foreseeable future, including our expected capital expenditures for expansion of our store base and production facilities and other growth and strategic initiatives, incremental public company costs, debt service requirements, Tax Receivable Agreement obligations, operating lease obligations, and working capital obligations. See Note 6 – Long-Term Debt, Note 7 – Leases, and Note 10 – Income Taxes and Tax Receivable Agreement to our condensed consolidated financial statements included elsewhere in this Form 10-Q for more information. Our sources of liquidity could be affected by factors described in Part I, Item 1A "Risk Factors" in our 10-K, and risk factors described in Part II, Item 1A “Risk Factors” and elsewhere in this Form 10-Q, depending on the severity and direct impact of these factors on us, we may not be able to secure additional financing on acceptable terms, or at all.

Previous wording

We had cash and cash equivalents of $20.0 million and $28.4 million as of March 31, 2026 and December 31, 2025, respectively.

Current wording

We had cash and cash equivalents of $16.0 million and $28.4 million as of June 30, 2026 and December 31, 2025, respectively.

Previous wording

The increase in net cash provided by operating activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily driven by an increase in revenue due to 36 Net New Store Openings subsequent to March 31, 2025 and Same Store Sales Growth of 5.2%, as well as improved operating performance as a result of improved operating efficiency and working capital management. Operating cash flows for the three months ended March 31, 2025 benefited from cash generated from 5 Net New Store Openings and Same Store Sales Growth of 9.2%.

Current wording

The increase in net cash provided by operating activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily driven by an increase in revenue due to 42 Net New Store Openings subsequent to June 30, 2025 and Same Store Sales Growth of 4.7%, as well as improved operating performance as a result of improved operating efficiency and working capital management.

Previous wording

The increase in net cash used in investing activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily driven by increased investments in capital expenditures as a result of Net New Store Openings and our growing development pipeline. Net cash used in investing activities during the three months ended March 31, 2025 was primarily driven by investments in capital expenditures to support our development pipeline and Net New Store Openings.

Current wording

The increase in net cash used in investing activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily driven by increased investments in capital expenditures as a result of Net New Store Openings and our growing development pipeline.

Previous wording

The decrease in net cash provided by financing activities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily driven by $10.0 million in borrowings on long-term debt for the three months ended March 31, 2025, partially offset by $1.5 million in tenant improvement allowances collected associated with certain reverse build-to-suit arrangements during the three months ended March 31, 2026.

Current wording

The decrease in net cash provided by financing activities for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily driven by $16.0 million in borrowings on long-term debt and $3.4 million in payments related to the redemption of ownership interests during the six months ended June 30, 2025, offset by the collection of $2.7 million in tenant improvement allowances associated with certain reverse build-to-suit arrangements during the six months ended June 30, 2026.

Previous wording

Concurrently with the consummation of the IPO, Black Rock OpCo and certain of its wholly-owned subsidiaries entered into the New Credit Agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other loan parties and lenders party thereto, to provide for (i) a $50.0 million New Term Loan and (ii) a $25.0 million New Revolving Credit Facility. As of the closing of the IPO, the aggregate principal amount borrowed under the New Credit Facilities was $50.0 million from the New Term Loan which was used, together with proceeds from the Co-Founder Contribution and net proceeds from the IPO, to repay all amounts outstanding under the Prior Credit Facility. Subsequent to the IPO, we made principal payments in the amount of $30.3 million thereby reducing the outstanding principal balance of the New Term Loan as of March 31, 2026 to $19.8 million.

Current wording

Concurrently with the consummation of the IPO, Black Rock OpCo and certain of its wholly-owned subsidiaries entered into the New Credit Agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other loan parties and lenders party thereto, to provide for (i) a $50.0 million New Term Loan and (ii) a $25.0 million New Revolving Credit Facility. As of the closing of the IPO, the aggregate principal amount borrowed under the New Credit Facilities was $50.0 million from the New Term Loan which was used, together with proceeds from the Co-Founder Contribution and net proceeds from the IPO, to repay all amounts outstanding under the Prior Credit Facility. Subsequent to the IPO, we made principal payments in the amount of $30.4 million thereby reducing the outstanding principal balance of the New Term Loan as of June 30, 2026 to $19.6 million.

Previous wording

Borrowings under the New Credit Agreement are available as alternate base rate (“ABR”) or term benchmark loans. ABR loans under the New Credit Agreement accrue interest at an alternate base rate plus an applicable rate, and term benchmark loans accrue interest at an adjusted SOFR rate plus an applicable rate. The ABR rate represents the greatest of (i) the prime rate, (ii) the Federal Reserve’s Bank of New York overnight rate plus 0.5% and (iii) the one-month adjusted term SOFR rate plus 1.0%. The applicable rate for the ABR and term benchmark loans is tied to a pricing grid tied to our net rent adjusted leverage ratio. The adjusted SOFR rate will represent the term SOFR rate plus 0.10%. The applicable rate spread for ABR and term benchmark loans ranges from 0.50% to 1.75% and 1.50% to 2.75%, respectively. Interest on the New Credit Agreement is payable at least quarterly and upon maturity. As of March 31, 2026, the weighted-average interest rate on outstanding borrowings under the New Revolving Credit Facility was approximately 6.02%.

Current wording

Borrowings under the New Credit Agreement are available as alternate base rate (“ABR”) or term benchmark loans. ABR loans under the New Credit Agreement accrue interest at an alternate base rate plus an applicable rate, and term benchmark loans accrue interest at an adjusted SOFR rate plus an applicable rate. The ABR rate represents the greatest of (i) the prime rate, (ii) the Federal Reserve’s Bank of New York overnight rate plus 0.5% and (iii) the one-month adjusted term SOFR rate plus 1.0%. The applicable rate for the ABR and term benchmark loans is tied to a pricing grid tied to our net rent adjusted leverage ratio. The adjusted SOFR rate will represent the term SOFR rate plus 0.10%. The applicable rate spread for ABR and term benchmark loans ranges from 0.50% to 1.75% and 1.50% to 2.75%, respectively. Interest on the New Credit Agreement is payable at least quarterly and upon maturity. As of June 30, 2026, the weighted-average interest rate on outstanding borrowings under the New Revolving Credit Facility was approximately 5.99%.