brcc-20250915
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2025
BRC Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41275 | 87-3277812 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
3131 W. 2210 S., Suite C
West Valley City, UT 84119
(Address of principal executive offices, including Zip Code)
(801) 874-1189
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in BRC Inc.’s (the “Company”) Current Report on Form 8-K filed on September 17, 2025, as amended by Amendment No. 1 to the Current Report on Form 8-K/A filed on September 19, 2025 (the “Original 8-K”), on September 15, 2025, the Board of Directors (the “Board”) of the Company increased the size of the Board from nine to ten members and appointed Melvin Landis to fill the vacancy created by such increase in the size of the Board.
At the time the Original Form 8-K was filed, the Board had not yet made a determination regarding Board committee assignments for Mr. Landis. The Company is filing this Amendment No. 2 to the Original 8-K solely to report that, on February 17, 2026, the Board appointed Mr. Landis to serve on the Board’s Audit Committee and as a member and chair of the Board’s Compensation Committee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibits | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 23, 2026
| BRC INC. | |||||
| By: | /s/ Andrew McCormick | ||||
| Name: | Andrew McCormick | ||||
| Title: | General Counsel and Corporate Secretary | ||||
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