Transaction Details

Footnotes

LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled. | The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed. | Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) September 15, 2035 and (ii) with respect to Daniel Brand, Jeff Hernandez, Jake Spellmeyer and Bryan Pereboom (collectively, the "Co-Founders"), the date on which the aggregate number of shares of Class C Common Stock held by such Co-Founder or certain of their affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by such Co-Founder and certain of their affiliates as of September 15, 2025. | On March 20, 2026, Viking Cake Fuel, LLC, which is a wholly-owned subsidiary of Viking Cake BR, LLC, transferred a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC.