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Brilliant Earth Group, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

BRLT$1.45-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001628280-26-054474

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001628280-26-071113

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 125 previous paragraphs and 125 current paragraphs.

78 unchanged; 35 reworded; 11 added; 11 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

•Net sales of $112.8 million, up 2.3% compared to $110.3 million for the three months ended September 30, 2025;

Current report

•Adjusted EBITDA of $5.1 million, up 43.7% compared to $3.6 million for the three months ended September 30, 2025; and

Current report

•Adjusted EBITDA margin of 4.5%, compared to 3.2% for the three months ended September 30, 2025.

Current report

•Net sales of $327.4 million, up 4.6% compared to $313.1 million for the nine months ended September 30, 2025;

Current report

•Net loss of $5.2 million, an increase in net loss of 3.1% compared to net loss of $5.1 million for the nine months ended September 30, 2025;

Current report

•Adjusted EBITDA of $6.2 million, down 20.9% compared to $7.8 million for the nine months ended September 30, 2025; and

Current report

•Adjusted EBITDA margin of 1.9%, compared to 2.5% for the nine months ended September 30, 2025.

Current report

The 5.6% increase in order volumes was due to comparatively stronger performance in fine jewelry and wedding and anniversary bands.

Current report

Comparison of Nine Months Ended September 30, 2026 and 2025

Current report

The 1.9% increase in order volumes was due to comparatively stronger performance in fine jewelry and wedding and anniversary bands.

Current report

We lease our showrooms and headquarters office space under non-cancelable lease agreements whereby $1.8 million is due in the year ended December 31,2026. Total future lease payments as of September 30, 2026 are $50.9 million.
Removed paragraphs (11)

Previous report

•Net sales of $115.1 million, up 5.7% compared to $108.9 million for the three months ended June 30, 2025;

Previous report

•Adjusted EBITDA of $5.8 million, up 81.3% compared to $3.2 million for the three months ended June 30, 2025; and

Previous report

•Adjusted EBITDA margin of 5.0%, compared to 2.9% for the three months ended June 30, 2025.

Previous report

•Net sales of $214.6 million, up 5.8% compared to $202.8 million for the six months ended June 30, 2025;

Previous report

•Net loss of $7.6 million, down 73.8% compared to net loss of $4.4 million for the six months ended June 30, 2025;

Previous report

•Adjusted EBITDA of $1.1 million, down 75.0%, compared to $4.3 million for the six months ended June 30, 2025; and

Previous report

•Adjusted EBITDA margin of 0.5%, compared to 2.1% for the six months ended June 30, 2025.

Previous report

The 2.1% decrease in order volumes was due to a decline in unit volumes for lower price point products.

Previous report

The 0.1% increase in order volumes was due to an increase in order volumes of higher price point products, partially offset by a decrease in lower price point products.

Previous report

As of June 30, 2026, there were no material changes to our contractual obligations and commitments as disclosed in Part II, Item 7,“Management's Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K.
Reworded paragraphs (35)

Previous wording

•Net income of $0.8 million, up 175.7% compared to net loss of $1.1 million for the three months ended June 30, 2025;

Current wording

•Net income of $2.4 million, up 457.3% compared to net loss of $0.7 million for the three months ended September 30, 2025;

Previous wording

•Net income margin of 0.7%, compared to net loss margin of 1.0% for the three months ended June 30, 2025;

Current wording

•Net income margin of 2.1%, compared to net loss margin of 0.6% for the three months ended September 30, 2025;

Previous wording

Below is a summary of our performance for thesix months ended June 30, 2026:

Current wording

Below is a summary of our performance for thenine months ended September 30, 2026:

Previous wording

•Net loss margin of 3.5%, compared to net loss margin of 2.2% for the six months ended June 30, 2025;

Current wording

•Net loss margin of 1.6%, compared to net loss margin of 1.6% for the nine months ended September 30, 2025;

Previous wording

The current inflationary environment and changes in macro-level consumer spending trends, due to volatile macro-economic conditions, have had a negative impact on sales and could further negatively impact our operating results.

Current wording

The current inflationary environment and changes in macro-level consumer spending trends, due to volatile macroeconomic conditions, have had a negative impact on sales and could further negatively impact our operating results.

Previous wording

A larger share of our annual revenues and profits traditionally occur in the fourth quarter because it includes the November and December holiday sales period.

Current wording

A larger share of our annual revenues and profits traditionally occurs in the fourth quarter because it includes the November and December holiday sales period.

Previous wording

Net sales for thethree months ended June 30, 2026 increased by$6.2 million, or 5.7%, compared to thethree months ended June 30, 2025. Theincrease in net sales was due to anincrease of 7.9% in AOV partially offset by adecreaseof 2.1% in order volumes.

Current wording

Net sales for thethree months ended September 30, 2026 increased by$2.6 million, or 2.3%, compared to thethree months ended September 30, 2025. The increase in net sales was due to an increase of 5.6% in order volumes partially offset by a decrease of 3.1% in AOV.

Previous wording

The increase in AOV was driven by a larger sales mix of higher-priced items across our product offerings and selective price increases as a result of the higher cost of precious metals.

Current wording

The decrease in AOV was driven by a larger sales mix of lower-priced items across our product offerings, including fine jewelry and lower year-over-year average selling prices in engagement rings, partially offset by selective price increases as a result of the higher cost of precious metals.

Previous wording

Gross profit for thethree months ended June 30, 2026 increased by$3.1 million, or 4.9%, compared to thethree months ended June 30, 2025. Gross margin, expressed as a percentage and calculated as gross profit divided by net sales, decreased by 40 basis points for thethree months ended June 30, 2026 compared to thethree months ended June 30, 2025. The decrease in gross margin was largely driven by costs related to higher gold and platinum prices in comparison to the prior year, partially offset by the continued optimization of our pricing engine, procurement efficiencies, and other efforts to mitigate the impact of tariffs and higher metal costs.

Current wording

Gross profit for thethree months ended September 30, 2026 increased by$3.9 million, or 6.2%, compared to thethree months ended September 30, 2025. Gross margin, expressed as a percentage and calculated as gross profit divided by net sales, increased by 210 basis points for thethree months ended September 30, 2026 compared to thethree months ended September 30, 2025. The increase in gross margin was largely driven by the continued optimization of our pricing engine, procurement efficiencies, and other efforts to mitigate the impact of tariffs and higher metal costs, partially offset by costs related to higher gold and platinum prices and a comparatively higher mix of lower gross margin products.

Previous wording

Operating expenses for the three months ended June 30, 2026 increased by$1.5 million, or 2.3%, compared to thethree months ended June 30, 2025. Operating expenses as a percentage of net sales decreased by 190 basis points for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase in operating expenses was primarily driven by anincrease in other general and administrative expenses of$2.0 million, partially offset byadecrease in employment expenses of$0.5 million.

Current wording

Operating expenses for the three months ended September 30, 2026 increased by$1.4 million, or 2.1%, compared to thethree months ended September 30, 2025. Operating expenses as a percentage of net sales decreased by 10 basis points for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase in operating expenses was primarily driven by anincrease in other general and administrative expenses of$1.4 million.

Previous wording

Interest expense for the three months ended June 30, 2026 decreased by $0.9 million, or 100.0%, compared to the three months ended June 30, 2025, primarily due to the prepayment of all principal amounts outstanding of $34.8 million under the SVB Term Loan in August 2025.

Current wording

Interest expense for the three months ended September 30, 2026 decreased by $0.3 million, or 100.0%, compared to the three months ended September 30, 2025, due to the prepayment of all principal amounts outstanding of $34.8 million under the SVB Term Loan in August 2025. As a result of the prepayment, the Company recognized a loss on debt extinguishment of $0.6 million associated with the write-off of unamortized debt issuance costs.

Previous wording

Other income, net for the three months ended June 30, 2026 decreased by $0.7 million, or 65.2%, compared to thethree months ended June 30, 2025, primarily due to decreased interest income earned on our cash balances. Additionally, this amount includes immaterial losses on exchange rates on consumer payments and other miscellaneous income.

Current wording

Other income, net for the three months ended September 30, 2026 decreased by $0.4 million, or 42.9%, compared to thethree months ended September 30, 2025, primarily due to decreased interest income earned on our cash balances. Additionally, this amount includes immaterial losses on exchange rates on consumer payments and other miscellaneous income.

Previous wording

The decrease in Brilliant Earth Group, Inc.'s income tax expense of $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily due to changes in deferred taxes related to the outside basis difference of Brilliant Earth Group, Inc.'s investment in Brilliant Earth, LLC.

Current wording

The decrease in Brilliant Earth Group, Inc.'s income tax expense of $44 thousand for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily due to changes in deferred taxes related to the outside basis difference of Brilliant Earth Group, Inc.'s investment in Brilliant Earth, LLC.

Previous wording

The following table sets forth our statements of operations for the six months ended June 30, 2026 and 2025, including amounts and percentages of net sales for each period and the period-to-period change in dollars and percent (in thousands):

Current wording

The following table sets forth our statements of operations for the nine months ended September 30, 2026 and 2025, including amounts and percentages of net sales for each period and the period-to-period change in dollars and percent (in thousands):

Previous wording

Net sales for thesix months ended June 30, 2026 increased by$11.8 million, or 5.8%, compared to thesix months ended June 30, 2025. Theincrease in net sales was due to anincrease of 5.8% in AOV andan increase of 0.1% in order volumes.

Current wording

Net sales for thenine months ended September 30, 2026 increased by$14.4 million, or 4.6%, compared to thenine months ended September 30, 2025. Theincrease in net sales was due to anincrease of 2.6% in AOV andan increase of 1.9% in order volumes.

Previous wording

The increase in AOV was driven by a larger sales mix of higher-priced items across our product offerings and selective price increases as a result of the rising cost of precious metals.

Current wording

The increase in AOV was driven by selective price increases as a result of the rising cost of precious metals, partially offset by a larger sales mix of lower-priced items across our product offerings, including fine jewelry.

Previous wording

Gross profit for thesix months ended June 30, 2026 increased by $2.2 million, or 1.8%, compared to thesix months ended June 30, 2025. Gross margin, expressed as a percentage and calculated as gross profit divided by net sales, decreased by 220 basis points for thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025, primarily driven by costs related to higher gold and platinum costs. The increase in costs related to higher gold and platinum costs was partially offset by the continued optimization of our pricing engine, procurement efficiencies, and other efforts to mitigate the impact of tariffs and higher metal costs.

Current wording

Gross profit for thenine months ended September 30, 2026 increased by $6.1 million, or 3.3%, compared to thenine months ended September 30, 2025. Gross margin, expressed as a percentage and calculated as gross profit divided by net sales, decreased by 70 basis points for thenine months ended September 30, 2026 compared to thenine months ended September 30, 2025, primarily driven by costs related to higher gold and platinum prices and a comparatively higher mix of lower gross margin products. Those were partially offset by the continued optimization of our pricing engine, procurement efficiencies, and other efforts to mitigate the impact of tariffs and higher metal costs.

Previous wording

Operating expenses for the six months ended June 30, 2026 increased by $5.9 million, or 4.8%, compared to thesix months ended June 30, 2025. Operating expenses as a percentage of net sales decreased by 60 basis points for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in operating expenses was primarily driven by anincrease in other general and administrative expenses of$3.8 million, anincrease in employment expenses of$1.5 million, andan increase in marketing expenses of$0.5 million for the period.

Current wording

Operating expenses for the nine months ended September 30, 2026 increased by $7.2 million, or 3.9%, compared to thenine months ended September 30, 2025. Operating expenses as a percentage of net sales decreased by 40 basis points for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase in operating expenses was primarily driven by anincrease in other general and administrative expenses of$5.2 million, anincrease in employment expenses of$1.3 million, andan increase in marketing expenses of$0.7 million for the period.

Previous wording

The increase in other general and administrative expenses was primarily driven by an increase in information technology and other software-related costs and an increase in rent, and lease-related expenses. These increases were partially offset by a decrease in professional fees as compared to thethree months ended June 30, 2025. The decrease in employment expenses was primarily driven by a decrease in equity-based compensation, partially offset by an increase in salaries and wages and other benefits expense primarily due to the addition of staff to support our growth.

Current wording

The increase in other general and administrative expenses was primarily driven by an increase in information technology and other software-related costs, which included a $1.8 million charge for write-off of information technology projects, an increase in donation expense, and an increase in rent and lease-related expenses. The increase in employment expenses was primarily driven by an increase in salaries and wages and other benefits expense primarily due to the addition of sales staffing to support our growth. The increase in employment expenses was partially offset by a decrease in equity-based compensation. These increases were partially offset by a decrease in professional fees and showroom pre-opening expenses as compared to the nine months ended September 30, 2025.

Previous wording

Interest expense for thesix months ended June 30, 2026 decreased by $2.0 million, or 100.0%, compared to thesix months ended June 30, 2025, primarily due to the prepayment of all principal amounts outstanding of $34.8 million under the SVB Term Loan in August 2025.

Current wording

Interest expense for thenine months ended September 30, 2026 decreased by $2.3 million, or 100.0%, compared to thenine months ended September 30, 2025, due to the prepayment of all principal amounts outstanding of $34.8 million under the SVB Term Loan in August 2025. As a result of the prepayment, the Company recognized a loss on debt extinguishment of $0.6 million associated with the write-off of unamortized debt issuance costs.

Previous wording

Other income, net for the six months ended June 30, 2026 decreased by $1.6 million, or 65.3%, compared to the six months ended June 30, 2025, primarily due to decreased interest income earned on our cash balances. Additionally, this amount includes immaterial losses on exchange rates on consumer payments and other miscellaneous income.

Current wording

Other income, net for the nine months ended September 30, 2026 decreased by $1.9 million, or 59.5%, compared to the nine months ended September 30, 2025, primarily due to decreased interest income earned on our cash balances. Additionally, this amount includes immaterial losses on exchange rates on consumer payments and other miscellaneous income.

Previous wording

The decrease in Brilliant Earth Group, Inc.'s income tax expense of$12.0 thousand for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to changes in deferred taxes related to the outside basis difference of Brilliant Earth Group, Inc.'s investment in Brilliant Earth, LLC.

Current wording

The decrease in Brilliant Earth Group, Inc.'s income tax expense of $56 thousand for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was primarily due to changes in deferred taxes related to the outside basis difference of Brilliant Earth Group, Inc.'s investment in Brilliant Earth, LLC.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures, are included in this Quarterly Report on Form 10-Q because they are used by management and our board of directors to assess our financial performance. We define Adjusted EBITDA as net income (loss) excluding interest expense, income taxes, depreciation expense, amortization of cloud-based software implementation costs, showroom pre-opening expense, equity-based compensation expense, certain non-operating expenses and income, and other unusual and/or infrequent costs, which we do not consider in our evaluation of ongoing operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA calculated as a percentage of net sales. These non-GAAP financial measures provide users of our financial information with useful information in evaluating our operating performance and exclude certain items from net loss that may vary substantially in frequency and magnitude from period to period. These non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for net income (loss) prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of Adjusted EBITDA and Adjusted EBITDA margin to its most directly comparable GAAP financial measure, net income (loss) and net income (loss) margin, are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items, and may include other expenses, costs and non-recurring items.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures, are included in this Quarterly Report on Form 10-Q because they are used by management and our board of directors to assess our financial performance. We define Adjusted EBITDA as net income (loss) excluding interest expense, income taxes, depreciation expense, amortization of cloud-based software implementation costs, showroom pre-opening expense, equity-based compensation expense, certain non-operating expenses and income, and other unusual and/or infrequent costs, which we do not consider in our evaluation of ongoing operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA calculated as a percentage of net sales. These non-GAAP financial measures provide users of our financial information with useful information in evaluating our operating performance and exclude certain items from net income (loss) that may vary substantially in frequency and magnitude from period to period. These non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for net income (loss) prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of Adjusted EBITDA and Adjusted EBITDA margin to its most directly comparable GAAP financial measure, net income (loss) and net income (loss) margin, are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items, and may include other expenses, costs and non-recurring items.

Previous wording

(2) These expenses are those that we did not incur in the normal course of business. For the three months ended June 30, 2026, these expenses include a$1.8 million charge for write-offs of information technology projects. For the six months ended June 30, 2026, these expenses also include a $0.6 million charitable contribution.

Current wording

(2) These expenses are those that we did not incur in the normal course of business. For the nine months ended September 30, 2026, these expenses include a$1.8 million charge for write-off of information technology projects and a $0.6 million charitable contribution.

Previous wording

Our primary requirements for liquidity and capital are for purchases of inventory, payment of operating expenses, tax distributions to Continuing Equity Owners, and capital expenditures. Historically, these cash requirements have been met through cash provided by operating activities, cash and cash equivalents, proceeds from capital-raising activities and borrowings under our loan facilities. We have historically had negative working capital driven by our high inventory turns and typical collection of payments from customers prior to payment of suppliers. As of June 30, 2026, we had a cash balance, excluding restricted cash, of$74.9 million, and negative working capital, excluding non-restricted cash, of$24.0 million.

Current wording

Our primary requirements for liquidity and capital are for purchases of inventory, payment of operating expenses, tax distributions to Continuing Equity Owners, and capital expenditures. Historically, these cash requirements have been met through cash provided by operating activities, cash and cash equivalents, proceeds from capital-raising activities and borrowings under our loan facilities. We have historically had negative working capital driven by our high inventory turns and typical collection of payments from customers prior to payment of suppliers. As of September 30, 2026, we had a cash balance, excluding restricted cash, of$76.2 million, and negative working capital, excluding unrestricted cash, of$24.3 million.

Previous wording

For the six months ended June 30, 2026, the Company declared and paid $1.5 million of distributions to, or on behalf of, members associated with their estimated income tax obligations pursuant to the LLC Agreement. We are comm itted to continue to make quarterly distributions in connection with member estimated income tax obligations which we expect to fund with cash flow from operations.

Current wording

For the nine months ended September 30, 2026, the Company declared and paid $4.2 million of distributions to, or on behalf of, members associated with their estimated income tax obligations pursuant to the LLC Agreement. We are comm itted to continue to make quarterly distributions in connection with member estimated income tax obligations which we expect to fund with cash flow from operations.

Previous wording

Additional future liquidity needs may also include payments under the TRA, and state and federal taxes to the extent not offset by our deferred income tax assets, including those arising as a result of purchases or exchanges of common units for Class A and Class D common stock. As of June 30, 2026 and December 31, 2025, there was no TRA liability reflected on the Company's consolidated balance sheet. For similar reasons that led the Company to record a full valuation allowance on the deferred tax assets during the fourth quarter 2025, we evaluated the probability of amounts being owed pursuant to the TRA and determined the likelihood of a future liability was not probable at that time. We are currently unable to determine the total future amounts of these payments due to the unpredictable nature of factors such as timing of future exchanges, the market price of the Class A common stock at the time of the exchanges, the extent to which the exchanges are taxable and the amount and timing of future taxable income sufficient to utilize tax savings that give rise to the payments under the TRA.

Current wording

Additional future liquidity needs may also include payments under the TRA, and state and federal taxes to the extent not offset by our deferred income tax assets, including those arising as a result of purchases or exchanges of common units for Class A and Class D common stock. As of September 30, 2026 and December 31, 2025, there was no long-term TRA liability reflected on the Company's consolidated balance sheet. For similar reasons that led the Company to record a full valuation allowance on the deferred tax assets during the fourth quarter of 2025, we evaluated the probability of amounts being owed pursuant to the TRA and determined the likelihood of a future liability was not probable at that time. We are currently unable to determine the total future amounts of these payments due to the unpredictable nature of factors such as timing of future exchanges, the market price of the Class A common stock at the time of the exchanges, the extent to which the exchanges are taxable and the amount and timing of future taxable income sufficient to utilize tax savings that give rise to the payments under the TRA.

Previous wording

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table summarizes our cash flows for the nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

For thesix months ended June 30, 2026, net cash used in operating activities was $1.4 million compared to net cash provided by operating activities of $1.9 million for thesix months ended June 30, 2025, an increase in cash used of $3.3 million. This increase was primarily driven by an increase in net loss adjusted for non-cash expense add backs of $2.8 million and an increase in cash used from changes in assets and liabilities related to working capital management activities of $0.5 million. The increase in cash used from changes in working capital was primarily due to an increase in cash used of $9.7 million in accounts payable, accrued expenses and other current liabilities, deferred revenue and operating lease liabilities. That increase was partially offset by a decrease in cash used in inventories and prepaid expenses and other current assets of $9.2 million.

Current wording

For thenine months ended September 30, 2026, net cash provided by operating activities was $3.8 million compared to net cash provided by operating activities of $2.6 million for thenine months ended September 30, 2025, an increase in cash provided of $1.2 million. This increase was primarily driven by an increase in cash provided from changes in assets and liabilities related to working capital management activities of $2.5 million. This was partially offset by an increase in net loss adjusted for non-cash expense add backs of $1.3 million. The increase in cash provided by changes in working capital was primarily due to a decrease in cash used in inventories, prepaid expenses and other current assets and other assets of $15.3 million. The change in cash used for inventories was primarily impacted by the timing and amount of inventory purchases in the prior year. That change was partially offset by an increase in cash used of $12.8 million in accounts payable, accrued expenses and other current liabilities, deferred revenue and operating lease liabilities. The change in accounts payable and accrued expenses was primarily related to the change in inventory balances and the payment of related invoices. Deferred revenue was impacted by the calendar and timing of deliveries to customers.

Previous wording

For the six months ended June 30, 2026, net cash used in investing activities was $1.4 million compared to $1.9 million for thesix months ended June 30, 2025. The decrease of $0.4 million was principally due to a decrease in purchases of property and equipment related to new facilities leased during the period.

Current wording

For the nine months ended September 30, 2026, net cash used in investing activities was $2.6 million compared to $2.5 million for thenine months ended September 30, 2025. The increase of $0.1 million was principally due to an increase in purchases of property and equipment related to new facilities leased during the period.

Previous wording

For the six months ended June 30, 2026, net cash used in financing activities was$1.6 million compared to$28.4 million for the six months ended June 30, 2025. The decrease of $26.8 million was primarily due to no debt payments or stock repurchases made during the six months ended June 30, 2026 when compared to the debt payments and stock repurchases made during thesix months ended June 30, 2025.

Current wording

For the nine months ended September 30, 2026, net cash used in financing activities was$4.2 million compared to$88.4 million for the nine months ended September 30, 2025. The decrease of $84.2 million was primarily due to no debt payments, dividends or stock repurchases made during the nine months ended September 30, 2026 when compared to the debt payments, dividends and stock repurchases made during thenine months ended September 30, 2025.

Previous wording

In the event we declare any cash dividends, we intend to cause Brilliant Earth, LLC to make distributions to us in amounts sufficient to fund such cash dividends declared by us to our shareholders. Deterioration in the financial condition, earnings, or cash flow of Brilliant Earth, LLC for any reason could limit or impair their ability to pay such distributions.

Current wording

In the event we declare any cash dividends, we intend to cause Brilliant Earth, LLC to make distributions to us in amounts sufficient to fund such cash dividends declared by us to our shareholders. Deterioration in the financial condition, earnings, or cash flow of Brilliant Earth, LLC for any reason could limit or impair its ability to pay such distributions.

Previous wording

The Company may repurchase shares, under the program, from time to time through open market purchases, in privately negotiated transactions or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities law, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. The timing, amount, and manner of stock repurchases will be determined at the Company’s discretion, subject to business, economic and market conditions, corporate needs and regulatory requirements, prevailing stock prices and other considerations. The share repurchase program does not obligate the Company to acquire a specific number of shares of Class A common stock and may be suspended, terminated, or modified at any time without notice, at the discretion of the Board.

Current wording

On December 8, 2023, the Company announced that the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $20.0 million of the Company's Class A common stock through the expiration of the program on December 8, 2026. The Company may repurchase shares, under the program, from time to time through open market purchases, in privately negotiated transactions or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities law, including within the pricing and volume requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. The timing, amount, and manner of stock repurchases will be determined at the Company’s discretion, subject to business, economic and market conditions, corporate needs and regulatory requirements, prevailing stock prices and other considerations. The share repurchase program does not obligate the Company to acquire a specific number of shares of Class A common stock and may be suspended, terminated, or modified at any time without notice, at the discretion of the Board.

Previous wording

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. Section 102 of the JOBS Act provides that, among other reporting exemptions, an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2) (B) of the Securities Act for complying with new or revised accounting standards. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Current wording

We qualify as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act (the "JOBS Act"), enacted on April 5, 2012. Section 102 of the JOBS Act provides that, among other reporting exemptions, an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The increase in other general and administrative expenses was primarily driven by an increase in information technology and other software-related costs, an increase in rent and lease-related expenses and increases in sales-related variable expenses. These increases were partially offset by a decrease in professional fees as compared to thethree months ended September 30, 2025.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The increase in other general and administrative expenses was primarily driven by increase in information technology and other software-related costs, an increase in donation expense, and an increase in rent and lease-related expenses. The increase in employment expenses was primarily driven by an increase in salaries and wages and other benefits expense primarily due to the addition of staff to support our growth. These increases were partially offset by a decrease in professional fees and future showroom expenses as compared to the six months ended June 30, 2025. The increase in marketing expenses compared to the six months ended June 30, 2025 was a result of our continued focus on managing our marketing spend in relation to our sales volume.