BRC Inc-A 2026年季度报告

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 OR BRC Inc. (Exact name of registrant as specified in its charter) 3131 W. 2210 S, Suite CWest Valley City, UT 84119(Address of principal executive office, zip code)(801) 874-1189Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: 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 1934during 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 filingrequirements 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 ofRegulation 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 anemerging 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. 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 orrevised 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 Item 1Financial Statements (unaudited)3Consolidated Balance Sheets3Consolidated Statements of Operations4Consolidated Statements of Stockholders' Equity5Consolidated Statements of Cash Flows6Index for Notes to Consolidated Financial Statements7Notes to Consolidated Financial Statements8Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3Quantitative and Qualitative Disclosures About Market Risk25Item 4Controls and Procedures25 Part II - Other Information Item 1Legal Proceedings26Item 1ARisk Factors26Item 2Unregistered Sales of Equity Securities and Use of Proceeds26Item 3Defaults Upon Senior Securities27Item 4Mine Safety Disclosures27Item 5Other Information27Item 6Exhibits28 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 futureresults 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 wordsdoes not mean that a statement is not forward-looking. Forward-looking statements appear in a number of places throughout thisQuarterly Report and include statements regarding the Company's intentions, beliefs, or current expectations concerning, among otherthings, results of operations, the Company's financial condition, liquidity, prospects, growth, strategies, future market conditions, oreconomic performance and developments in the capital and credit markets and expected future financial performance, the markets inwhich 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'sexpectations, beliefs, and forecasts concerning future events impacting the Company. Factors that may cause such forward-lookingstatements 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 assessfuture risks and challenges;•Challenges in managing rapid growth, inventory