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 200 locations spanning seven states as of June 30, 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 211 locations spanning seven states as of September 30, 2026, from the Pacific Northwest to Texas.

Previous wording

These results demonstrate the strength and consistency of our model and highlight our genuine connection to our guests across diverse markets.

Current wording

We believe the following results demonstrate the strength and consistency of our model and highlight our genuine connection to our guests across diverse markets.

Previous 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.

Current wording

During the three months ended September 30, 2026, we demonstrated another strong quarter supported by total revenue growth and sustained Same Store Sales Growth. 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 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.

Current wording

For the three months ended September 30, 2026, we opened 11 net new stores across California, Arizona, Colorado, and Texas, bringing our total store count to 211. As a result, Total revenue grew 29.7% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Total revenue also saw contribution from 5.8% Same Store Sales Growth, supported by menu price increases, transaction growth and check growth during the three months ended September 30, 2026, compared to the three months ended September 30, 2025. We believe that these results reflect continued momentum from our customer engagement initiatives, including menu innovation, targeted loyalty engagement and expanded operating hours.

Previous wording

(3)The Company does not consider income (loss) from operations, income (loss) from operations margin, net income (loss) or net income (loss) margin to be key performance measures but has included such metrics in this table to provide the most directly comparable GAAP metric to Store-Level Profit, Store-Level Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin.

Current wording

(2)The Company does not consider income (loss) from operations, income (loss) from operations margin, net income (loss) or net income (loss) margin to be key performance measures but has included such metrics in this table to provide the most directly comparable GAAP metric to Store-Level Profit, Store-Level Profit Margin, Adjusted EBITDA and Adjusted EBITDA Margin.

Previous wording

(2)See “Non-GAAP Financial Measures” for a discussion of Store-Level Profit, Store-Level Profit Margin, Adjusted EBITDA and Adjusted EBITDA margin and reconciliation of each measure to its most directly comparable GAAP measure.

Current wording

(3)See “Non-GAAP Financial Measures” for a discussion of Store-Level Profit, Store-Level Profit Margin, Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of each measure to its most directly comparable GAAP measure.

Previous wording

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

Current wording

As of September 30, 2026 and 2025, there were 154 stores and 134 stores, respectively, in our comparable store base.

Previous wording

We use Store-Level Profit and Store-Level Profit Margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. See “Non-GAAP Financial Measures” below for our reconciliation of Store-Level Profit to income from operations and Store-Level Profit Margin to income from operations margin.

Current wording

We use Store-Level Profit and Store-Level Profit Margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. See “Non-GAAP Financial Measures” below for our reconciliation of Store-Level Profit to income (loss) from operations and Store-Level Profit Margin to income (loss) from operations margin.

Previous wording

Adjusted EBITDA is net income (loss) adjusted to exclude interest expense, net, income tax expense, and depreciation and amortization, further adjusted to exclude certain items that we do not consider indicative of our ongoing operating performance, including transaction costs associated with our IPO, capital restructuring costs, equity-based compensation, gain (loss) on the remeasurement of the liability related to the TRA, certain litigation costs, net, and other non-core costs. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Total revenue. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. See “Non-GAAP Financial Measures” below for our reconciliation of Adjusted EBITDA to net loss and Adjusted EBITDA Margin to net loss margin.

Current wording

Adjusted EBITDA is net income (loss) adjusted to exclude interest expense, net, income tax expense (benefit), and depreciation and amortization, further adjusted to exclude certain items that we do not consider indicative of our ongoing operating performance, including transaction costs associated with our IPO, capital restructuring costs, equity-based compensation, gain (loss) on the remeasurement of the liability related to the TRA, certain litigation costs, net, and other non-core costs. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Total revenue. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. See “Non-GAAP Financial Measures” below for our reconciliation of Adjusted EBITDA to net loss and Adjusted EBITDA Margin to net loss margin.

Previous wording

Income tax expense consists of federal and state current and deferred income tax expense.

Current wording

Income tax expense (benefit) consists of federal and state current and deferred income tax expense (benefit).

Previous 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.

Current wording

Store revenue increased $15.3 million, or 29.7%, to $66.7 million for the three months ended September 30, 2026, compared to $51.4 million for the three months ended September 30, 2025. The increase in store revenue was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025, which contributed $9.9 million, in the three months ended September 30, 2026. The increase was also driven by 15 stores opened subsequent to March 31, 2025 that are not yet in the comparable store base, which contributed an incremental $2.5 million for the three months ended September 30, 2026, in addition to the $1.8 million these 15 stores contributed for the three months ended September 30, 2025. The remainder of the increase was primarily driven by Same Store Sales Growth of 5.8%, that contributed $2.8 million, which consists of 2.4%, or $1.2 million, from menu price increases, 2.4%, or $1.2 million from increased traffic, and 1.0%, or $0.5 million, from increased check size for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.

Previous 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.

Current wording

Other increased $13 thousand, or 22.4%, to $71 thousand for the three months ended September 30, 2026, compared to $58 thousand for the three months ended September 30, 2025. The increase in other was primarily driven by an increase in online and subscription bean sales for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Previous 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.

Current wording

Beverage, food and packaging costs increased $3.6 million, or 25.1%, to $17.9 million for the three months ended September 30, 2026, compared to $14.3 million for the three months ended September 30, 2025. The increase in beverage, food and packaging costs was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025, which contributed approximately $2.6 million of incremental expense.

Previous 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.

Current wording

As apercentage of Total revenue, beverage, food and packaging costs decreased for the three months ended September 30, 2026 primarily due to improvements in operating efficiencies and a reduction in bean costs.

Previous 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.

Current wording

Labor and related expenses increased $3.9 million, or 36.6%, to $14.7 million for the three months ended September 30, 2026, compared to$10.8 millionfor thethree months ended September 30, 2025. The increase in labor and related expenses was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025, which contributed approximately $2.6 million in incremental expense, as well as an increase in prevailing wage rates in four of our markets.

Previous 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.

Current wording

Other store operating expenses increased $2.2 million, or 31.1%, to $9.3 million for thethree months ended September 30, 2026, compared to $7.1 million for the three months ended September 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 September 30, 2025, higher delivery commissions and merchant processing fees associated with increased sales and transaction volumes, which contributed approximately $0.6 million of incremental expense, and an increase in repairs and maintenance which contributed $0.4 million of incremental expense.

Previous wording

Selling, general, and administrative expenses increased $1.9 million, or 24.7%, to $9.8 million for thethree months ended June 30, 2026, compared to $7.9 million for the three months ended June 30, 2025. The increase in selling, general, and administrative expenses was primarily driven by a$1.1 million increase in equity-based compensation, $0.8 million increase in our corporate payroll expenses as a result of increased headcount to support expected future growth and strategic initiatives, and $0.9 million of incremental public company costs, partially offset by $1.5 million of IPO-related expenses incurred during the three months ended June 30, 2025.

Current wording

Selling, general, and administrative expenses decreased $6.8 million, or 39.7%, to $10.3 million for thethree months ended September 30, 2026, compared to $17.2 million for the three months ended September 30, 2025. The change in selling, general, and administrative expenses was primarily driven by$9.1 million of IPO-related expenses incurred during the three months ended September 30, 2025 offset by a$0.6 million increase in our corporate payroll expenses as a result of increased headcount to support expected future growth and strategic initiatives, a$0.4 million increase in equity-based compensation, a $0.4 million increase in marketing costs, and $0.4 million of incremental public company costs.

Previous 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.

Current wording

Depreciation and amortization increased $1.2 million, or 40.6%, to $4.3 million for the three months ended September 30, 2026, compared to$3.0 millionfor thethree months ended September 30, 2025. The increase in depreciation and amortization was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025.

Previous 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.

Current wording

Pre-opening costs increased $0.4 million, or 28.3%, to $1.9 million for thethree months ended September 30, 2026, compared to $1.5 million for the three months ended September 30, 2025. The increase in pre-opening costs was primarily a result of increased travel and wage costs associated with new store openings and increased single lease cost related to unopened stores.

Previous 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.

Current wording

Interest expense, net decreased $2.2 million, or 76.1%, to $0.7 million for thethree months ended September 30, 2026, compared to $2.9 million for the three months ended September 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 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.

Current wording

The decrease of $6.7 million in other expense, net to $0.1 million for the three months ended September 30, 2026 from $6.9 million of expense for the three months ended September 30, 2025 was primarily driven by $6.9 million of capital restructuring fees incurred during the three months ended September 30, 2025, partially offset by $0.1 million of remeasurement expense related to the TRA liability incurred during the three months ended September 30, 2026.

Previous wording

Store revenue increased $23.2 million, or 24.4%, to $118.3 million for the six months ended June 30, 2026, compared to $95.1 million for the six 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 $16.4 million, in the six 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 $2.5 million for the six months ended June 30, 2026, in addition to the $2.4 million these 9 stores contributed for the six months ended June 30, 2025. The remainder of the increase was primarily driven by Same Store Sales Growth of 4.7%, which contributed $4.2 million, which consists of 2.7%, or $2.4 million, from menu price increases, and 3.3%, or $3.0 million, from increased check size for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, partially offset by a decrease of 1.4%, or $1.2 million, as a result of decreased traffic.

Current wording

Store revenue increased $38.5 million, or 26.3%, to $185.0 million for the nine months ended September 30, 2026, compared to $146.5 million for the nine months ended September 30, 2025. The increase in store revenue was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025, which contributed $20.5 million, in the nine months ended September 30, 2026. The increase was also driven by 15 stores opened subsequent to March 31, 2025 that are not yet in the comparable store base, which contributed an incremental $9.9 million for the nine months ended September 30, 2026, in addition to the $2.2 million these 15 stores contributed for the nine months ended September 30, 2025. The remainder of the increase was primarily driven by Same Store Sales Growth of 5.1%, which contributed $7.0 million, which consists of 2.6%, or $3.6 million, from menu price increases, and 2.5%, or $3.5 million, from increased check size for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, partially offset by a decrease of 0.1%, or $0.1 million, as a result of decreased traffic.

Previous wording

Other increased $32 thousand, or 30.8%, to $136 thousand for the six months ended June 30, 2026, compared to $104 thousand for the six months ended June 30, 2025. The increase in other was primarily driven by an increase in online and subscription bean sales for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Other increased $45 thousand, or 27.8%, to $207 thousand for the nine months ended September 30, 2026, compared to $162 thousand for the nine months ended September 30, 2025. The increase in other was primarily driven by an increase in online and subscription bean sales for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Beverage, food and packaging costs increased $4.6 million, or 16.9%, to $32.0 million for the six months ended June 30, 2026, compared to $27.4 million for the six 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 $4.4 million of incremental expense.

Current wording

Beverage, food and packaging costs increased $8.2 million, or 19.7%, to $49.9 million for the nine months ended September 30, 2026, compared to $41.6 million for the nine months ended September 30, 2025. The increase in beverage, food and packaging costs was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025, which contributed approximately $5.5 million of incremental expense.

Previous wording

As a percentage of Total revenue, beverage, food and packaging costs decreased for the six months ended June 30, 2026 primarily due to lower discountingand improvements in operating efficiencies.

Current wording

As a percentage of Total revenue, beverage, food and packaging costs decreased for the nine months ended September 30, 2026 primarily due to lower discounting, improvements in operating efficiencies and a reduction in bean costs.

Previous wording

Labor and related expenses increased $4.9 million, or 24.8%, to $24.7 million for the six months ended June 30, 2026, compared to $19.8 million for the six 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 $4.1 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 $8.9 million, or 28.9%, to $39.4 million for the nine months ended September 30, 2026, compared to $30.6 million for the nine months ended September 30, 2025. The increase in labor and related expenses was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025, which contributed approximately $5.4 million in incremental expense, as well as an increase in prevailing wage rates in four of our markets.

Previous wording

As a percentage of Total revenue, labor and related expenses increased for the three months ended June 30, 2026 primarily due to a higher concentration of stores in the early stages of maturation within the non-comparable store base which generally incur higher labor costs relative to revenue as staffing levels are established ahead of achieving normalized sales volumes.

Current wording

As a percentage of Total revenue, labor and related expenses increased for the nine months ended September 30, 2026 primarily due to a higher concentration of stores in the early stages of maturation within the non-comparable store base which generally incur higher labor costs relative to revenue as staffing levels are established ahead of achieving normalized sales volumes.

Previous wording

Occupancy and related expenses increased $2.2 million, or 28.7%, to $9.8 million for the six months ended June 30, 2026, compared to $7.6 million for the six 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 $2.1 million in incremental expense.

Current wording

Occupancy and related expenses increased $3.7 million, or 31.8%, to $15.3 million for the nine months ended September 30, 2026, compared to $11.6 million for the nine months ended September 30, 2025. The increase in occupancy and related expenses was primarily due to 42 Net New Store Openings subsequent to September 30, 2025, which contributed approximately $2.6 million in incremental expense.

Previous wording

Other store operating expenses increased $3.6 million, or 28.2%, to $16.4 million for the six months ended June 30, 2026, compared to $12.8 million for the six 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 $1.1 million, and an increase in repairs and maintenance which contributed $0.4 million of incremental expense.

Current wording

Other store operating expenses increased $5.8 million, or 29.2%, to $25.7 million for the nine months ended September 30, 2026, compared to $19.9 million for the nine months ended September 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 September 30, 2025, higher delivery commissions and merchant processing fees associated with increased sales and transaction volumes, which contributed approximately $1.7 million of incremental expense and an increase in repairs and maintenance which contributed $0.9 million of incremental expense.

Previous wording

As a percentage of Total revenue, other store operating expenses increased for the six months ended June 30, 2026 primarily due to higher software subscription costs primarily driven by vendor price increases and higher property taxes, partially offset by lower merchant processing fees as a percentage of revenue.

Current wording

As a percentage of Total revenue, other store operating expenses increased for the nine months ended September 30, 2026 primarily due to higher software subscription costs primarily driven by vendor price increases, higher utility costs and property taxes, partially offset by lower merchant processing fees as a percentage of revenue.

Previous 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.

Current wording

Selling, general, and administrative expenses decreased $2.5 million, or 7.9%, to $29.4 million for the nine months ended September 30, 2026, compared to $31.9 million for the nine months ended September 30, 2025. The change in selling, general, and administrative expenses was primarily driven by $11.6 million of IPO-related expenses incurred during the nine months ended September 30, 2025 offset by a $2.7 million increase in equity-based compensation, $2.3 million increase in our corporate payroll expenses as a result of increased headcount to support expected future growth and strategic initiatives, $2.2 million of incremental public company costs, and an increased investment in marketing which contributed $1.0 million of incremental expense for the nine months ended September 30, 2026.

Previous wording

Depreciation and amortization increased $1.6 million, or 26.8%, to $7.4 million for the six months ended June 30, 2026, compared to $5.8 million for the six 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.

Current wording

Depreciation and amortization increased $2.8 million, or 31.5%, to $11.6 million for the nine months ended September 30, 2026, compared to $8.9 million for the nine months ended September 30, 2025. The increase in depreciation and amortization was primarily driven by 42 Net New Store Openings subsequent to September 30, 2025.

Previous wording

Pre-opening costs increased $0.8 million, or 49.9%, to $2.3 million for the six months ended June 30, 2026, compared to $1.6 million for the six 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 10 more Net New Store Openings for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Pre-opening costs increased $1.2 million, or 39.3%, to $4.3 million for the nine months ended September 30, 2026, compared to $3.1 million for the nine months ended September 30, 2025. The increase in pre-opening costs was primarily a result of increased travel and wage costs due to 10 more Net New Store Openings for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Interest expense, net decreased $5.2 million, or 84.6%, to $0.9 million for the six months ended June 30, 2026, compared to $6.2 million for the six 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.

Current wording

Interest expense, net decreased $7.4 million, or 81.9%, to $1.6 million for the nine months ended September 30, 2026, compared to $9.0 million for the nine months ended September 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 decrease of $0.5 million in other expense, net to $0.6 million for the six months ended June 30, 2026 from $1.1 million for the six months ended June 30, 2025 was due to $1.1 million of capital restructuring fees incurred during the six months ended June 30, 2025, partially offset by $0.6 million of remeasurement expense related to the TRA liability incurred during the six months ended June 30, 2026.

Current wording

The decrease of $7.2 million in other expense, net to $0.7 million for the nine months ended September 30, 2026 from $8.0 million for the nine months ended September 30, 2025 was due to $7.9 million of capital restructuring fees incurred during the nine months ended September 30, 2025, partially offset by $0.7 million of remeasurement expense related to the TRA liability incurred during the nine months ended September 30, 2026.

Previous wording

•Store-Level Profit and Adjusted EBITDA do not reflect period to period changes in taxes, income tax expense or the cash necessary to pay income taxes;

Current wording

•Store-Level Profit and Adjusted EBITDA do not reflect period to period changes in taxes, income tax expense (benefit) or the cash necessary to pay income taxes;

Previous wording

(3)Non-recurring professional service costs.

Current wording

(4)Non-recurring professional service costs.

Previous wording

If we do not have sufficient funds to pay taxes, payments under the Tax Receivable Agreement or other liabilities or to fund our operations, we may have to borrow funds or otherwise raise capital, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders or equity holders. To the extent we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. In addition, if Black Rock OpCo does not have sufficient funds to make distributions, the ability of Black Rock Coffee Bar, Inc. to declare and pay cash dividends will also be restricted or impaired.

Current wording

If we do not have sufficient funds to pay taxes, to make payments under the Tax Receivable Agreement or other liabilities or to fund our operations, we may have to borrow funds or otherwise raise capital, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders or equity holders. To the extent we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. In addition, if Black Rock OpCo does not have sufficient funds to make distributions, the ability of Black Rock Coffee Bar, Inc. to declare and pay cash dividends will also be restricted or impaired.

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 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.

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 Form 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 $16.0 million and $28.4 million as of June 30, 2026 and December 31, 2025, respectively.

Current wording

We had cash and cash equivalents of $13.6 million and $28.4 million as of September 30, 2026 and December 31, 2025, respectively.