BRC Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective. Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control protocols were designed to provide reasonable assurance to management that the preparation and presentation of our financial statements are in accordance with U.S. generally accepted accounting principles. These controls include (1) the maintenance of records in reasonable detail so as to accurately and fairly reflect the transactions of the Company, (2) reasonable assurance that transactions are recorded to permit the preparation of financial statements in accordance with GAAP, and (3) reasonable assurance unauthorized transactions that could have a material effect on our financial statements are timely detected or prevented. Our management assessed the effectiveness of our internal control over financial reporting for the year ended December 31, 2024 based on the criteria for effective internal control described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024. Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley Act of 2002 until we are no longer an “emerging growth company” as defined under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Trading Plans - Directors and Section 16 Officers During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K. Resignation of Chief Financial Officer On March 2, 2025, Steve Kadenacy, the Company’s Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer, notified the Company of his intention to resign effective as of the date on which the Company has hired a new Chief Financial Officer, and contingent upon such hiring of a Chief Financial Officer, or such other earlier date as the Board may determine (the “Effective Date”). Mr. Kadenacy’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On March 2, 2025, the Board appointed Mr. Kadenacy to the Board, effective as of, and contingent upon the occurrence of, the Effective Date. Mr. Kadenacy, age 56, has served as the Company’s Chief Financial Officer since September 18, 2023. Mr. Kadenacy, who is the former Chief Financial Officer of AECOM, is a significant shareholder and has deep familiarity with BRCC’s operations and financial profile, having played an integral role in the business combination of BRCC and SilverBox, including serving as Chief Executive Officer of SilverBox Engaged Merger Corp until its merger with BRCC in February 2022. Mr. Kadenacy is a seasoned investment professional and former Fortune 200 operating executive with expertise in 93 Table of Contents managing, building and growing global public organizations, most recently serving as Co-Managing Member of SilverBox Capital, an investment firm which he co-founded in 2017. With experience spanning over three decades, Mr. Kadenacy was also the CEO of Boxwood Merger Corp until its merger with Atlas Technical Consulting and then remained on the Board. Previously, Mr. Kadenacy held leadership roles at AECOM, a global engineering and technical services company, including serving as President, Chief Operating Officer, and Chief Financial Officer. Prior to his corporate career, Mr. Kadenacy was a Partner at KPMG in the Economic Consulting Practice and served as a member of the Board of Directors of ABM Industries, a provider of facility management services. Mr. Kadenacy also served on the Board of the YMCA of Greater Los Angeles and the Board of Trustees for UCLA’s Anderson School of Business. Mr. Kadenacy holds a bachelor’s degree in economics from UCLA and an MBA from USC. In accordance with the Company’s non-employee director compensation policy that took effect in August 2021, as a non-employee director of the Company, effective as of, and contingent upon the occurrence of, the Effective Date, Mr. Kadenacy will be initially entitled to receive cash compensation in the amount of $50,000 per year for his service on the Board. Following the commencement of his service to the Board, Mr. Kadenacy will also be eligible for future annual grants with an aggregate grant date fair value of $125,000, rounded down to the nearest whole share, which shall vest in full on the first anniversary of the date of grant, subject to his continued service with the Company through the vesting date. Mr. Kadenacy was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. There are no family relationships between Mr. Kadenacy and any director or executive officer of the Company. There are no transactions between Mr. Kadenacy and the Company that would require disclosure under Item 404(a) of Regulation S-K. Appointment of Principal Accounting Officer On March 2, 2025, the Board approved the appointment, effective immediately, of Robert Lee as Principal Accounting Officer of the Company. Mr. Lee, 48, currently serves as the Company’s Vice President of Finance and Chief Accounting Officer and has held that position since February 2025. He previously served as the Company’s Vice President of Accounting from January 2024 to February 2025 and as the Company’s Senior Director of SEC Reporting from September 2023 to January 2024. Prior to joining the Company, Mr. Lee served as Principal Accounting Officer and Finance Director at Venator Materials PLC (formerly Huntsman Pigments and Additives) from March 2017 to September 2023. Mr. Lee earned his BBA in Accounting and MS in Finance from Texas A&M University. There are no arrangements or understandings between Mr. Lee and any other person pursuant to which he was appointed as Principal Accounting Officer. There are no family relationships between Mr. Lee and any director or executive officer of the Company. There are no transactions between Mr. Lee and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Lee and the Company entered into an indemnification agreement, substantially in the form of the indemnification agreement filed as Exhibit 10.4 to the Company’s Form 8-K filed on February 10, 2022. Mr. Lee is taking over the role of Principal Accounting Officer from Stephen Kadenacy. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 94 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item of Form 10-K will be incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K, to the proxy statement for our 2025 Annual Meeting of Stockholders. Item 11. Executive Compensation The information required by this item of Form 10-K will be incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K, to the proxy statement for our 2025 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item of Form 10-K will be incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K, to the proxy statement for our 2025 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item of Form 10-K will be incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K, to the proxy statement for our 2025 Annual Meeting of Stockholders. Item 14. Principal Accounting Fees and Services The information required by this item of Form 10-K will be incorporated herein by reference in accordance with General Instruction G(3) to Form 10-K, to the proxy statement for our 2025 Annual Meeting of Stockholders. 95 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules (1) Financial Statements - See Part II, Item 8, Financial Statements and Supplementary Data (2) Financial Statement Schedules - None (3) Exhibits Exhibit Description 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 2, 2024 with the SEC). 3.3 Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K/A filed on August 16, 2024 with the SEC). 3.4 Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 3.5* Amendment to By-Laws of the Company . 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K/A filed on March 17, 2023 with the SEC). 4.2 Description of the Registrant’s Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.5 to the Company Form 10-K filed on March 16, 2022 with the SEC). 10.1† Third Amended and Restated Limited Liability Company Agreement of Authentic Brands, dated as of February 9, 2022, by and among Authentic Brands and each other person who is or at any time becomes a member of Authentic Brands (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 10.2 Tax Receivable Agreement, dated as of February 9, 2022, by and among the Company, Authentic Brands and Sterling New Investment Holdings LLC, as agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 10.3† Investor Rights Agreement, dated as of February 9, 2022, by and among the Company and the stockholders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 10.4 Credit Agreement, dated August 10, 2023, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC from time to time party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time part thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 10, 2023 with the SEC). 10.5 First Amendment to Credit Agreement, dated November 3, 2023, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC from time to time party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time part thereto (incorporated by reference to Exhibit 10.5 to the Company ’ s Form 10-K filed on March 6, 2024 with the SEC ) . 10.6 Second Amendment to Credit Agreement, dated January 25, 2024, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC from time to time party thereto, PNC Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time part thereto (incorporated by reference to Exhibit 10. 6 to the Company’s Form 10-K filed on March 6, 2024 with the SEC) . 10.7 Third Amendment to Credit Agreement, dated as of December 27, 2024, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC party thereto, the lenders party thereto from time to time and PNC Bank, National Association, as administrative and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2024 with the SEC). 96 Table of Contents 10.8 Financing Agreement, dated as of December 27, 2024, by and among Authentic Brands LLC, certain subsidiaries of Authentic Brands LLC party thereto, the lenders party thereto from time to time and Blue Torch Finance LLC, as administrative and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 31, 2024 with the SEC). 10.9# BRC Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 10.10# Form of Stock Option Award Agreement under the Company’s 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 the Company’s Form 8-K filed on February 10, 2022 with the SEC). 10.11# BRC Inc. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 10.12# Form of Restricted Stock Unit Agreement under the Company’s 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 the Company’s Form S-8 filed on April 19, 2022 with the SEC). 10.13# Employment Agreement, dated as of December 29, 2022 between Evan Hafer and Black Rifle Coffee Company LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 30, 2022 with the SEC). 10.14# First Amendment to Employment Agreement, dated as of November 6, 2023, between Evan Hafer and Black Rifle Coffee Company LLC (incorporated by reference to E xhibit 10.13 to the Company ’ s F orm 10-K filed on March 6, 2024 with the SEC). 10.15# Letter Agreement, dated as of December 22, 2023, between Evan Hafer and BRC Inc. (incorporated by reference to Exhibit 10. 14 to the Company ’ s Form 10-K fi led on March 6, 2024 with the SEC). 10.16# Founder Stock Award Agreement, dated as of December 29, 2022, by and between BRC Inc. and Evan Hafer (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on December 30, 2022 with the SEC). 10.17# Letter Agreement, dated as of December 22, 2023, between Christopher Mondzelewski and BRC Inc. (incorporated by reference to Exhibit 10.1 6 to the Company ’ s Form 10-K filed on March 6, 2024 with the SEC). 10.18# Offer Letter for Employment between Black Rifle Coffee Company and Stephen Kadenacy, dated September 6, 2023 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on November 9, 2023 with the SEC). 10.19# Restricted Units Agreement, dated as of September 13, 2021, by and between Authentic Brands LLC and Andrew McCormick (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed on March 16, 2022 with the SEC). 10.20# Form of Severance and Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on December 30, 2022 with the SEC). 10.21# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on February 10, 2022 with the SEC). 19* I nsider Trading Policy . 21* List of Subsidiaries of the Company. 23* Consent of Independent Registered Public Accounting Firm. 24* Power of Attorney (included in signature page). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Incentive Compensation Recoupment Policy of BRC Inc. (inco rporated by reference to Exhibit 97.1 to the Company ’ s Form 10-K filed on March 6, 2024 with the SEC) . 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. 97 Table of Contents 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). __________________________________________________________________________________________________ * Filed herewith. ** Furnished herewith. # Indicates a management contract or compensatory plan, contract or arrangement. † Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Registration S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. Item 16. Form 10-K Summary None. 98 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRC Inc. By: /s/ Christopher Mondzelewski Christopher Mondzelewski March 3, 2025 Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Mondzelewski, and Stephen Kadenacy, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 3, 2025. 99 Table of Contents Signature Title /s/ Christopher Mondzelewski Chief Executive Officer, Director Christopher Mondzelewski (Principal Executive Officer) /s/ Stephen Kadenacy Chief Financial Officer Stephen Kadenacy (Principal Financial Officer) /s/ Robert Lee Vice President of Finance and Chief Accounting Officer Robert Lee (Principal Accounting Officer) /s/ Lawrence Molloy Director Lawrence Molloy /s/ Katy Dickson Director Katy Dickson /s/ Evan Hafer Director and Executive Chairman Evan Hafer /s/ Clayton Hutmacher Director Clayton Hutmacher /s/ Steven Taslitz Director Steven Taslitz /s/ Glenn Welling Director Glenn Welling 100