Black Rock Coffee Bar Inc-A 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from ________ to ________ Commission file number 001-42844 Black Rock Coffee Bar, Inc. (Exact name of registrant as specified in its charter) Texas(State or other jurisdiction ofincorporation or organization) 33-5053729 (I.R.S. Employer Identification No.) 9170 E. Bahia Drive, Suite 101, Scottsdale, AZ 85260(Address of Principal Executive Offices)(Zip Code) (458) 256-9668(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter 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, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo There was no public market for any class of our common stock as of the last business day of our most recently completedsecond fiscal quarter and, therefore, we cannot calculate the aggregate market value of our voting and non-votingcommon equity held by non-affiliates as of such date. As of March 1, 2026, the number of outstanding shares of each class of the registrant's common stock was as follows: Class A common stock 17,478,452Class B common stock 10,916,155Class C common stock 21,661,200 Documents Incorporated by Reference Portions of the registrant's Definitive Proxy Statement relating to the 2026 Annual Meeting of Shareholders of Black RockCoffee Bar, Inc., to be filed with the Securities and Exchange Commission within 120 days of December 31, 2025, areincorporated herein by reference in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS Forward-Looking StatementsGlossaryThe TransactionsSummary Risk Factors Part I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Part II Item 5.Market for Registrant's Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities55Item 6.[Reserved]56Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations57Item 7A.Quantitative and Qualitative Disclosures About Market Risk72Item 8.Financial Statements and Supplementary Data74Item 9.Changes in and Disagreements with Accountants On Accounting and Financial Disclosure106Item 9A.Controls and Procedures106Item 9B.Other Information107Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections107 PART III Item 10.Directors, Executive Off