BRC Inc.
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
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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 2, 2026
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Equity-Based Compensation
- Equity-Based Compensation
Stock Options
The following table summarizes information about stock options activities for the nine months ended September 30, 2026 and 2025:
| Stock Options | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding as of January 1, 2026 | 868,439 | $28.20 |
| Forfeited | (21,894) | 30.80 |
| Outstanding as of September 30, 2026 | 846,545 | $28.11 |
| Vested and exercisable as of September 30, 2026 | 268,415 | $28.10 |
| Outstanding as of January 1, 2025 | 542,441 | $44.10 |
| Granted | 463,702 | 20.51 |
| Forfeited | (233,894) | 33.54 |
| Outstanding as of September 30, 2025 | 772,249 | $33.07 |
| Vested and exercisable as of September 30, 2025 | 162,489 | $44.01 |
The total unrecognized equity compensation expense related to stock options to be recognized was $2,887 and $6,672, respectively, over a weighted average period of approximatelyone year andtwo years, as of September 30, 2026 and 2025, respectively.
Restricted Stock Units
The following table summarizes information about the restricted stock units ("RSUs") under the 2022 Omnibus Incentive Plan (the "Omnibus Plan") for the nine months ended September 30, 2026 and 2025:
| RSUs | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Outstanding as of January 1, 2026 | 462,976 | $22.30 |
| Granted | 508,397 | 8.91 |
| Forfeited | (55,100) | 14.65 |
| Vested | (221,033) | 23.33 |
| Outstanding as of September 30, 2026 | 695,240 | $12.77 |
| Outstanding as of January 1, 2025 | 223,295 | $45.10 |
| Granted | 424,263 | 19.39 |
| Forfeited | (114,817) | 29.25 |
| Vested | (120,323) | 42.93 |
| Outstanding as of September 30, 2025 | 412,418 | $23.71 |
The total unrecognized equity compensation expense related to RSUs to be recognized was $6,367 and $7,632, respectively, over a weighted average period of approximatelytwo years, as of September 30, 2026 and 2025.
Performance-Based Restricted Stock Units
In addition to the performance-based restricted stock units ("PSUs") granted to a key employee in 2022, beginning in the first quarter of 2026, we granted PSUs to employees under the Omnibus Plan. These grants vest three years from the grant date, to the extent that the performance metric is achieved during the predetermined performance period. The performance metric utilized for these grants is based on our total shareholder return, as defined in the respective grant agreement, relative to the total shareholder return of the members of the peer group defined in the respective grant agreement. The actual number of shares that may be earned ranges from 0% to 200% of the target award, depending on the level of achievement of the relative total shareholder return.
The grant date estimated fair values of PSUs issued in 2026 were based upon a Monte Carlo Simulation as of the grant date, which considered our stock price as of the grant date and utilized the following assumptions:
| Expected dividend | $— |
|---|---|
| Expected volatility | 73.77% |
| Risk-free interest rate | 3.49% |
The following table summarizes information about the PSUs granted in 2026 under the Omnibus Plan for the nine months ended September 30, 2026:
| PSUs | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Outstanding as of January 1, 2026 | — | $— |
| Granted | 241,037 | 12.53 |
| Forfeited | (11,340) | 12.20 |
| Outstanding as of September 30, 2026 | 229,697 | $12.55 |
Additionally, there were 846,241 PSUs outstanding related to the key employee grant as of both September 30, 2026 and 2025, with a weighted average grant date fair value of $4.60. The total unrecognized equity-based compensation expense related to all PSUs to be recognized was $2,391 and $505, respectively, over a weighted average period of approximatelyone year andtwo years, as of September 30, 2026 and 2025, respectively.
Employee Stock Purchase Plan
On March 8, 2026, we issued 8,278 shares for a total of $55 during the six-month offering period from September 9, 2025 through March 8, 2026.
On September 8, 2026, we issued 6,561 shares for a total of $50 during the six-month offering period from March 9, 2026 through September 8, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.