BRC Inc.

Current report

Our Class A common stock has previously traded below $1.00 per share, and if it were to trade below $1.00 in the future, it could create an imminent risk of delisting from the New York Stock Exchange ("NYSE").

Current report

Section 802.01C of the NYSE Listed Company Manual requires that listed companies maintain a minimum share price of $1.00 over a 30 trading-day period (the "Price Criteria"). We previously received a notice from the NYSE because the trading price of our Class A Common Stock was not in compliance with the Price Criteria. If our Class A Common Stock again falls below the Price Criteria, our Class A Common Stock may be subject to delisting from the NYSE.

Current report

A reverse stock split, if effected, may not increase the price of our Class A Common Stock.

Current report

On May 28, 2026, our stockholders granted our Board of Directors discretionary authority to amend our certificate of incorporation to effect a reverse stock split at a ratio ranging from any whole number between 1-for-10 and 1-for-50 (a "Reverse Stock Split"), as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendments. The history of similar reverse stock splits for companies in similar circumstances is varied. If we effect a Reverse Stock Split, we cannot predict or provide assurance that:

Current report

•the market price per share of our Class A Common Stock after the Reverse Stock Split would rise for a sustained period of time, or at all, or rise in proportion to the reduction in the number of shares of our Class A Common Stock outstanding immediately before the Reverse Stock Split;

Current report

•the Reverse Stock Split would result in a per share price that would satisfy the investment guidelines of institutional investors or investment funds, or increase the level of investment in our Class A Common Stock by institutional investors or investment funds or increase analyst and broker interest in the Company;

Current report

•the Reverse Stock Split would decrease the price volatility of our Class A Common Stock;

Current report

•the Reverse Stock Split would result in a per share price that would increase our ability to attract and retain employees and other service providers who receive compensation in the form of our equity-based securities; and

Current report

•the market price per share of our Class A Common Stock would remain in excess of the Price Criteria, or that we would otherwise meet the requirements of the NYSE for continued inclusion for trading on the NYSE.

Current report

The market price of our Class A Common Stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If a Reverse Stock Split is effected and the market price of our Class A Common Stock declines, the percentage declines as an absolute number and as a percentage of our overall market capitalization may be greater than what would occur in the absence of a Reverse Stock Split. Additionally, a Reverse Stock Split, if effected, could result in increased brokerage commissions and other transaction costs for any investors owning odd-lots of less than 100 shares after a Reverse Stock Split. Furthermore, the liquidity of our Class A Common Stock could be adversely affected by the reduced number of shares that would be outstanding after a Reverse Stock Split.

Previous report

We may not be able to maintain the listing of our Class A Common Stock on the New York Stock Exchange ("NYSE").

Previous report

On February 11, 2026, we received a notice from the NYSE that we were not in compliance with the continued listing minimum price criteria set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our Class A Common Stock was less than $1.00 per share over a consecutive 30 trading-day period (the "Minimum Price Criteria"). There can be no assurance that we will be able to cure this deficiency within the period provided by the NYSE or that we will be able to maintain compliance with other continued listing standards.

Previous report

We currently intend to seek stockholder approval of a reverse stock split proposal at our annual meeting of stockholders, as disclosed in our definitive proxy statement filed with the SEC on April 10, 2026, subject to the Board's authority to abandon the reverse stock split. In such scenario, the Minimum Price Criteria will be deemed cured if the price of our Class A Common Stock promptly exceeds $1.00 per share, and the price remains above $1.00 per share for at least the following 30 trading days. The history of similar reverse stock splits for companies in similar circumstances is varied, and we cannot predict or provide assurance as to whether the reverse stock split, if completed, will increase the market price for our Class A Common Stock for a sustained period of time, or at all, such that we will be able to satisfy the Minimum Price Criteria, or maintain continued compliance with the Minimum Price Criteria, or the other listing requirements of the NYSE. If we are not able to regain compliance with the NYSE’s continued listing standards, our Class A Common Stock will be delisted from the NYSE, which would have an adverse effect on our stock price, our ability to raise capital through the sale of our Class A Common Stock, the liquidity of our Class A Common Stock, investors’ ability to obtain quotations for our Class A Common Stock and investors’ ability to trade our Class A Common Stock.