brrc-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-41275

BRC Inc.

(Exact name of registrant as specified in its charter)


Delaware						87-3277812
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3131 W. 2210 S, Suite C

West Valley City, UT 84119

(Address of principal executive office, zip code)

(801) 874-1189

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	BRCC	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 29, 2026, the registrant had (i) 119,819,977 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and, (ii) 130,467,486 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock") outstanding.

Table of Contents


		Page
Forward-Looking Statements		1

Part I - Financial Information
Item 1	Financial Statements (unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Stockholders' Equity	5
	Consolidated Statements of Cash Flows	6
	Index for Notes to Consolidated Financial Statements	7
	Notes to Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4	Controls and Procedures	25

Part II - Other Information
Item 1	Legal Proceedings	26
Item 1A	Risk Factors	26
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3	Defaults Upon Senior Securities	27
Item 4	Mine Safety Disclosures	27
Item 5	Other Information	27
Item 6	Exhibits	28

Signatures		29

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Quarterly Report") includes statements that express the Company’s opinions, expectations, hopes, beliefs, plans, intentions, objectives, strategies, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements appear in a number of places throughout this Quarterly Report and include statements regarding the Company's intentions, beliefs, or current expectations concerning, among other things, results of operations, the Company's financial condition, liquidity, prospects, growth, strategies, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which the Company operates as well as any information concerning possible or assumed future results of operations of the Company. Such forward-looking statements are based on information available as of the date of this Quarterly Report and management's expectations, beliefs, and forecasts concerning future events impacting the Company. Factors that may cause such forward-looking statements to differ from actual results include, but are not limited to:

•Competition and our ability to grow, manage sustainable expansion, and retain key employees;

•Failure to compete effectively with other producers, distributors, and retailers of coffee and energy drinks;

•Our limited operating history, which may hinder the successful execution of strategic initiatives and make it difficult to assess future risks and challenges;

•Challenges in managing rapid growth, inventory needs, and relationships with key business partners;

•Inability to raise additional capital necessary for business development;

•Failure to achieve or sustain long-term profitability;

•Inability to effectively manage debt obligations;

•Failure to maximize the value of assets received through bartering transactions;

•Negative publicity affecting our brand, reputation, or that of key employees;

•Failure to uphold our position as a supportive member of the military, Veteran and first-responder communities, or other factors negatively affecting brand perception;

•Inability to establish and maintain strong brand recognition through intellectual property or other means;

•Shifts in consumer spending, lack of interest in new products, or changes in brand perception upon evolving consumer preferences and tastes, including due to shifts in demographic or health and wellness trends, reduction in discretionary spending and price increases, and our ability to anticipate or react to these changes;

•Price changes that are insufficient to offset cost increases;

•Unsuccessful marketing campaigns that incur costs without attracting new customers or realizing higher revenue;

•Failure to attract new customers or retain existing customers;

•Risks associated with reliance on social media platforms, including dependence on third-party platforms for marketing and engagement;

•Variable performance of the Direct-to-Consumer (“DTC”) revenue channel;

•Inability to effectively manage or scale distribution through Wholesale business partners, particularly key Wholesale partners;

•Failure to manage supply chain operations effectively, including inaccurate forecasting of raw material and co-manufacturing requirements;

Table of Contents

•Loss of one or more co-manufacturers or production delays, quality issues, or labor-related disruptions affecting manufacturing output;

•Supply chain disruptions or failures by third-party suppliers and logistics service-providers to deliver coffee, store supplies, ready-to-drink (“RTD”) beverage ingredients, or merchandise, including disruptions caused by external factors;

•Ongoing risks related to supply chain volatility and reliability, including tariffs, as well as political and climate risks;

•Fluctuations in the market for high-quality coffee beans and other key commodities;

•Unpredictable changes in the cost and availability of labor, raw materials, equipment, transportation, or shipping;

•Failure to successfully improve profitability of existing Outpost Retail Stores (“Outposts”), including challenges or delays with the implementation of operational and strategic changes;

•Risks related to long-term, non-cancelable lease obligations and other real estate-related concerns;

•Inability of franchise partners to successfully operate and manage their franchise locations;

•Failure to maintain high-quality customer experiences for retail partners and end users, including production defects or issues caused by co-manufacturers that negatively impact product quality and brand reputation;

•Failure to comply with food safety regulations or maintain product quality standards;

•Difficulties in successfully expanding into new markets;

•Failure to comply with federal, state, and local laws and regulations, or inability to prevail in civil litigation matters;

•Risks related to potential unionization of employees;

•Failure to execute our operational improvement plan ("Operational Improvement Plan") to reduce costs and improve efficiency of certain company-wide functions;

•Failure to protect against cybersecurity threats, software vulnerabilities, or hardware security risks;

•Volatility in the trading prices of our Class A Common Stock; and

•Other risks and uncertainties indicated in Part II. Item 1A. Risk Factors of this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026 (the “2025 Form 10-K”) including those set forth under “Item 1A. Risk Factors” included therein.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Item 1A. Risk Factors” in our 2025 Form 10-K and described under "Item 1A. Risk Factors" in Part II of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BRC Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)


	June 30,		December 31,
	2026		2025
	(unaudited)		(audited)
Assets
Current assets:
Cash and cash equivalents	$	12,029	$	4,330
Accounts receivable, net	32,890		35,057
Inventories, net	45,640		49,703
Prepaid expenses and other current assets	13,437		11,235
Total current assets	103,996		100,325
Property, plant, and equipment, net	39,779		42,855
Operating lease, right-of-use asset	20,171		21,205
Non-current prepaid marketing expenses	41,651		44,432
Identifiable intangibles, net	270		300
Other	125		126
Total assets	$	205,992	$	209,243
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	36,052	$	34,721
Accrued liabilities	29,691		32,455
Deferred revenue and gift card liability	2,902		4,033
Current maturities of long-term debt	2,000		2,400
Current operating lease liability	2,527		2,481
Current maturities of finance lease obligations	4		4
Total current liabilities	73,176		76,094
Non-current liabilities:
Long-term debt, net	29,609		32,313
Finance lease obligations, net of current maturities	13		15
Operating lease liability	23,548		24,822
Other non-current liabilities	6,281		7,982
Total non-current liabilities	59,451		65,132
Total liabilities	132,627		141,226
Commitments and Contingencies (Note 8)
Stockholders' equity:
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding as of both June 30, 2026 and December 31, 2025	—		—
Class A Common Stock, $0.0001 par value, 2,500,000,000 shares authorized; 119,645,947 and 114,860,676 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	12		11
Class B Common Stock, $0.0001 par value, 300,000,000 shares authorized; 130,467,486 and 133,694,869 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	13		13
Class C Common Stock, $0.0001 par value, 1,500,000 shares authorized; no shares issued or outstanding as of both June 30, 2026 and December 31, 2025	—		—
Additional paid in capital	183,761		180,973
Accumulated deficit	(135,462)		(135,344)
Total BRC Inc.'s stockholders' equity	48,324		45,653
Non-controlling interests	25,041		22,364
Total stockholders' equity	73,365		68,017
Total liabilities and stockholders' equity	$	205,992	$	209,243

See accompanying notes to consolidated financial statements.

Table of Contents

BRC Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue, net	$	107,020	$	94,837	$	216,247	$	184,812
Cost of goods sold	70,537		62,664		143,676		120,165
Gross profit	36,483		32,173		72,571		64,647
Operating expenses
Marketing and advertising	10,530		9,770		20,710		21,092
Salaries, wages, and benefits	15,468		15,791		29,577		29,354
General and administrative	9,271		14,311		19,369		26,099
Other operating expense, net	113		4,925		495		6,158
Total operating expenses	35,382		44,797		70,151		82,703
Operating income (loss)	1,101		(12,624)		2,420		(18,056)
Non-operating expenses
Interest expense, net	(1,254)		(1,844)		(2,494)		(4,213)
Total non-operating expenses	(1,254)		(1,844)		(2,494)		(4,213)
Loss before income taxes	(153)		(14,468)		(74)		(22,269)
Income tax expense	33		44		66		88
Net loss	(186)		(14,512)		(140)		(22,357)
Less: Net loss attributable to non-controlling interest	(83)		(9,183)		(22)		(14,141)
Net loss attributable to BRC Inc.	$	(103)	$	(5,329)	$	(118)	$	(8,216)

Net loss per share attributable to Class A Common Stock
Basic and diluted	$	0.00	$	(0.07)	$	0.00	$	(0.10)
Weighted-average shares of Class A Common Stock outstanding
Basic and diluted	117,827,656		79,146,003		116,619,198		78,780,708

See accompanying notes to consolidated financial statements.

Table of Contents

BRC Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except for number of shares)

(unaudited)


	Shares
	Class A Common Stock	Class B Common Stock	Class C Common Stock	Class A Common Stock		Class B Common Stock		Class C Common Stock		Additional Paid-In Capital		Accumulated Deficit		Non-Controlling Interest		Total Stockholders' Equity
Balance as of January 1, 2026	114,860,676	133,694,869	—	$	11	$	13	$	—	$	180,973	$	(135,344)	$	22,364	$	68,017
Equity-based compensation	—	—	—	—		—		—		1,020		—		1,714		2,734
Common Unit redemption	1,049,823	(1,049,823)	—	—		—		—		237		—		(237)		—
Employee stock purchase plan	82,787	—	—	—		—		—		59		—		—		59
Vesting of stock awards, net of shares withheld for taxes	486,725	—	—	1		—		—		(151)		—		—		(150)
Net income (loss)	—	—	—	—		—		—		—		(15)		61		46
Balance as of March 31, 2026	116,480,011	132,645,046	—	$	12	$	13	$	—	$	182,138	$	(135,359)	$	23,902	$	70,706
Equity-based compensation	—	—	—	—		—		—		1,137		—		1,831		2,968
Common Unit redemption	2,177,560	(2,177,560)	—	—		—		—		609		—		(609)		—
Vesting of stock awards, net of shares withheld for taxes	988,376	—	—	—		—		—		(123)		—		—		(123)
Net loss	—	—	—	—		—		—		—		(103)		(83)		(186)
Balance as of June 30, 2026	119,645,947	130,467,486	—	$	12	$	13	$	—	$	183,761	$	(135,462)	$	25,041	$	73,365


	Shares
	Class A Common Stock	Class B Common Stock	Class C Common Stock	Class A Common Stock		Class B Common Stock		Class C Common Stock		Additional Paid-In Capital		Accumulated Deficit		Non-Controlling Interest		Total Stockholders' Equity
Balance as of January 1, 2025	78,286,909	134,536,464	—	$	8	$	13	$	—	$	136,583	$	(123,430)	$	36,322	$	49,496
Equity-based compensation	—	—	—	—		—		—		943		—		1,648		2,591
Employee stock purchase plan	100,626	—	—	—		—		—		194		—		—		194
Vesting of stock awards, net of shares withheld for taxes	222,149	—	—	—		—		—		(250)		—		—		(250)
Net loss	—	—	—	—		—		—		—		(2,888)		(4,958)		(7,846)
Balance as of March 31, 2025	78,609,684	134,536,464	—	$	8	$	13	$	—	$	137,470	$	(126,318)	$	33,012	$	44,185
Equity-based compensation	—	—	—	—		—		—		1,000		—		1,740		2,740
Common Unit redemption	109,603	(109,603)	—	—		—		—		20		—		(20)		—
Shares issued upon settlement agreement	2,300,100	—	—	—		—		—		3,367		—		—		3,367
Vesting of stock awards, net of shares withheld for taxes	335,969	—	—	—		—		—		(130)		—		—		(130)
Net loss	—	—	—	—		—		—		—		(5,329)		(9,183)		(14,512)
Balance as of June 30, 2025	81,355,356	134,426,861	—	$	8	$	13	$	—	$	141,727	$	(131,647)	$	25,549	$	35,650

See accompanying notes to consolidated financial statements.

Table of Contents

BRC Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2026		2025
Operating activities
Net loss	$	(140)	$	(22,357)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	4,180		6,536
Equity-based compensation	5,702		5,331
Amortization of debt issuance costs	546		536
Loss on disposal of assets	—		839
Paid-in-kind interest	—		1,155
Other	30		423
Changes in operating assets and liabilities:
Accounts receivable, net	2,137		3,967
Inventories, net	4,023		(6,341)
Prepaid expenses and other assets	1,653		(1,595)
Accounts payable	1,328		(3,590)
Accrued liabilities	(2,764)		10,067
Deferred revenue and gift card liability	(1,131)		(148)
Operating lease liability	(1,228)		(1,285)
Other liabilities	(1,701)		(1,002)
Net cash provided by (used in) operating activities	12,635		(7,464)
Investing activities
Purchases of property, plant, and equipment	(1,093)		(2,147)
Proceeds from sale of property and equipment	23		—
Net cash used in investing activities	(1,070)		(2,147)
Financing activities
Proceeds from ABL Facility	26,500		197,457
Debt issuance costs paid	—		(225)
Repayment of long-term debt	(29,750)		(190,932)
Financing lease obligations	(2)		11
Repayment of promissory note	(400)		(400)
Tax withholdings on vested Restricted Stock Units	(273)		—
Issuance of stock from the Employee Stock Purchase Plan	59		194
Proceeds received for settlement agreement	—		1,000
Net cash provided by (used in) financing activities	(3,866)		7,105

Net increase (decrease) in cash, cash equivalents	7,699		(2,506)
Cash and cash equivalents, beginning of period	4,330		6,810
Cash and cash equivalents, end of period	$	12,029	$	4,304









Supplemental cash flow disclosures
Recognition of revenue for inventory exchanged for prepaid advertising	$	(40)	$	406
Increase in insurance receivables as a result of legal settlement	—		2,500

Property and equipment purchased but not yet paid	35		(4)


Cash paid for income taxes	133		334
Cash paid for interest	2,170		1,822

See accompanying notes to consolidated financial statements.

Table of Contents

BRC Inc.

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1	Organization, Nature of Business, and General Information	8
Note 2	Long-Term Debt	10
Note 3	Supplemental Balance Sheet Information	10
Note 4	Revenue, Net	13
Note 5	Equity-Based Compensation	14
Note 6	Income Taxes	15
Note 7	Net Loss Per Share	15
Note 8	Commitments and Contingencies	16
Note 9	Operational Improvement Plan	17

Table of Contents

BRC Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except unit/share and per unit/share amounts)

(unaudited)

1.Organization, Nature of Business, and General Information

Unless the context indicates otherwise, references to "the Company," "we," "us," and "our" refer to BRC Inc. and its consolidated subsidiaries.

We are a Delaware public benefit corporation that purchases, roasts, and sells high quality coffee, coffee accessories, energy drinks, and branded apparel through our online channels and business networks. We also develop and promote online content for the purpose of growing our brands, which include Black Rifle Coffee Company ("BRCC").

Basis of Presentation

We have prepared the accompanying consolidated financial statements and accompanying notes in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The consolidated financial statements reflect our financial position and operating results. These financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the operating results for the interim periods presented. Intercompany transactions and balances have been eliminated in consolidation.

These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 2, 2026.

Consolidation