BRC Inc

Rule 10b5-1 Trading Plans - Directors and Section 16 Officers

During the three months ended December 31, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

Resignation of Chief Financial Officer

On March 2, 2025, Steve Kadenacy, the Company’s Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer, notified the Company of his intention to resign effective as of the date on which the Company has hired a new Chief Financial Officer, and contingent upon such hiring of a Chief Financial Officer, or such other earlier date as the Board may determine (the “Effective Date”). Mr. Kadenacy’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On March 2, 2025, the Board appointed Mr. Kadenacy to the Board, effective as of, and contingent upon the occurrence of, the Effective Date.

Mr. Kadenacy, age 56, has served as the Company’s Chief Financial Officer since September 18, 2023. Mr. Kadenacy, who is the former Chief Financial Officer of AECOM, is a significant shareholder and has deep familiarity with BRCC’s operations and financial profile, having played an integral role in the business combination of BRCC and SilverBox, including serving as Chief Executive Officer of SilverBox Engaged Merger Corp until its merger with BRCC in February 2022. Mr. Kadenacy is a seasoned investment professional and former Fortune 200 operating executive with expertise in managing, building and growing global public organizations, most recently serving as Co-Managing Member of SilverBox Capital, an investment firm which he co-founded in 2017. With experience spanning over three decades, Mr. Kadenacy was also the CEO of Boxwood Merger Corp until its merger with Atlas Technical Consulting and then remained on the Board. Previously, Mr. Kadenacy held leadership roles at AECOM, a global engineering and technical services company, including serving as President, Chief Operating Officer, and Chief Financial Officer. Prior to his corporate career, Mr. Kadenacy was a Partner at KPMG in the Economic Consulting Practice and served as a member of the Board of Directors of ABM Industries, a provider of facility management services. Mr. Kadenacy also served on the Board of the YMCA of Greater Los Angeles and the Board of Trustees for UCLA’s Anderson School of Business. Mr. Kadenacy holds a bachelor’s degree in economics from UCLA and an MBA from USC.

In accordance with the Company’s non-employee director compensation policy that took effect in August 2021, as a non-employee director of the Company, effective as of, and contingent upon the occurrence of, the Effective Date, Mr. Kadenacy will be initially entitled to receive cash compensation in the amount of $50,000 per year for his service on the Board. Following the commencement of his service to the Board, Mr. Kadenacy will also be eligible for future annual grants with an aggregate grant date fair value of $125,000, rounded down to the nearest whole share, which shall vest in full on the first anniversary of the date of grant, subject to his continued service with the Company through the vesting date.

Mr. Kadenacy was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. There are no family relationships between Mr. Kadenacy and any director or executive officer of the Company. There are no transactions between Mr. Kadenacy and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Appointment of Principal Accounting Officer

On March 2, 2025, the Board approved the appointment, effective immediately, of Robert Lee as Principal Accounting Officer of the Company.

Mr. Lee, 48, currently serves as the Company’s Vice President of Finance and Chief Accounting Officer and has held that position since February 2025. He previously served as the Company’s Vice President of Accounting from January 2024 to February 2025 and as the Company’s Senior Director of SEC Reporting from September 2023 to January 2024. Prior to joining the Company, Mr. Lee served as Principal Accounting Officer and Finance Director at Venator Materials PLC (formerly Huntsman Pigments and Additives) from March 2017 to September 2023. Mr. Lee earned his BBA in Accounting and MS in Finance from Texas A&M University.

There are no arrangements or understandings between Mr. Lee and any other person pursuant to which he was appointed as Principal Accounting Officer. There are no family relationships between Mr. Lee and any director or executive officer of the Company. There are no transactions between Mr. Lee and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Lee and the Company entered into an indemnification agreement, substantially in the form of the indemnification agreement filed as Exhibit 10.4 to the Company’s Form 8-K filed on February 10, 2022.

Mr. Lee is taking over the role of Principal Accounting Officer from Stephen Kadenacy.