Brilliant Earth Group Inc
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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FY2023 · Filed Mar 28, 2024
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Item 15. Exhibit and Financial Statement Schedules
(a)(1) Financial Statements.
The financial statements required by this item are listed in Part II, Item 8 “Financial Statements and Supplementary Data” herein.
(a)(2) Financial Statement Schedules.
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Incorporated by Reference · Filed / Furnished Herewith | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of Brilliant Earth Group, Inc. | 8-K | 001-40836 | 3.1 | 9/27/2021 |
| 3.2 | Amended and Restated Bylaws of Brilliant Earth Group, Inc. | 8-K | 001-40836 | 3.2 | 9/27/2021 |
| 4.1 | Specimen Stock Certificate evidencing shares of Class A Common Stock | S-1/A | 001-40836 | 4.1 | 9/14/2021 |
| 4.2 | Description of Capital Stock | 10-K | 001-40836 | 4.2 | 3/22/2022 |
| 10.1 | Amended and Restated Limited Liability Company Agreement of Brilliant Earth, LLC, dated as of September 22, 2021. | 8-K | 001-40836 | 10.1 | 9/27/2021 |
| 10.2 | Tax Receivable Agreement, dated as of September 22, 2021, by and among Brilliant Earth Group, Inc., Brilliant Earth LLC and its Members. | 8-K | 001-40836 | 10.2 | 9/27/2021 |
| 10.3 | Registration Rights Agreement, dated September 22, 2021, by and among Brilliant Earth Group, Inc., Brilliant Earth LLC and its Original Equity Owners. | 8-K | 001-40836 | 10.3 | 9/27/2021 |
| 10.4 | Stockholders Agreement, dated September 22, 2021, by and among Brilliant Earth Group, Inc., Brilliant Earth LLC and the Original Members. | 8-K | 001-40836 | 10.4 | 9/27/2021 |
| 10.5# | Employment Agreement dated as of May 10, 2023 by and between Beth Gerstein and Brilliant Earth Group, Inc. | 10-Q | 001-40836 | 10.1 | 5/12/2023 |
| 10.6# | Employment Agreement dated as of May 10, 2023 by and between Eric Grossberg and Brilliant Earth Group, Inc. | 10-Q | 001-40836 | 10.2 | 5/12/2023 |
| 10.7# | Employment Agreement dated as of May 10, 2023 by and between Jeffrey Kuo and Brilliant Earth Group, Inc. | 10-Q | 001-40836 | 10.3 | 5/12/2023 |
| 10.8# | Brilliant Earth Group, Inc. 2021 Incentive Award Plan. | S-8 | 333-259736 | 99.1 | 9/23/2021 |
| 10.9# | Brilliant Earth Group, Inc. 2021 Employee Stock Purchase Plan. | S-8 | 333-259736 | 99.2 | 9/23/2021 |
| 10.10# | Form of Brilliant Earth, LLC Unit Restriction Agreement (Class M Units). | S-1/A | 001-40836 | 10.9 | 9/14/2021 |
| 10.11# | Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan. | S-1/A | 001-40836 | 10.11 | 9/14/2021 | |
| 10.12# | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan. | S-1/A | 001-40836 | 10.12 | 9/14/2021 | |
| 10.13# | Non-Employee Director Compensation Program. | S-1/A | 001-40836 | 10.14 | 9/14/2021 | |
| 10.14 | Form of Indemnification Agreement. | S-1/A | 001-40836 | 10.15 | 9/14/2021 | |
| 10.15†+ | Senior Secured Credit Facilities Credit Agreement dated as of May 24, 2022, as amended by the First Amendment to Credit Agreement, dated February 21, 2024, among Brilliant Earth, LLC as the Borrower, the several lenders from time to time party thereto, Silicon Valley Bank as Administrative Agent, Joint Lead Arranger, Bookrunner, Issuing Lender and Swingline Lender and JPMorgan Chase Bank, N.A., as Joint Lead Arranger. | * | ||||
| 21.1 | Subsidiaries of Brilliant Earth Group, Inc. | 10-K | 001-40836 | 21.1 | 3/22/2022 | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | * | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). | * | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). | * | ||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | * | ||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||
| * | Filed herewith. | |||||
| ** | Furnished herewith. | |||||
| # | Indicates a management or compensatory plan. | |||||
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). Brilliant Earth agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
|---|---|
| + | Certain portions of this exhibit (indicated by “[****]”) have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv) because such information is (i) not material and (ii) could be competitively harmful if publicly disclosed. |
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