Form SCHEDULE 13G/A BRC Inc. Filed by: Hafer Evan
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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BRC Inc. (Name of Issuer) |
Class A common stock, $0.0001 par value (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Evan Hafer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
127,152,467.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
55.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5 and 7: Includes 1,146,727 shares of Class A Common Stock ("Class A Shares") underlying stock options granted to the Reporting Person under the Issuer's 2022 Omnibus Incentive Plan (the "Option Shares").
Note to Row 6: Represents (i) 28,142,374 Class A Shares issuable in respect of 28,142,374 shares of Class B Common Stock ("Class B Shares") held by EKNRH Holdings LLC (over which the Reporting Person may be deemed the beneficial owner) redeemable (with an equal number of common membership interests in Authentic Brands LLC ("Common Units")) for Class A Shares on a one-to-one basis at the option of the Reporting Person (the "EKNRH Shares"), (ii) 19,110,338 Class A Shares for which Evan Hafer has a proxy to vote based on the most recent information publicly available (the "Class A Proxy Shares") and (iii) an additional 78,673,028 Class A Shares issuable in respect of 78,673,028 Class B Shares (and an equal number of Common Units) for which Evan Hafer has a proxy to vote based on the most recent information publicly available (the "Class B Proxy Shares" and, together with the Class A Proxy Shares, the "Proxy Shares").
Note to Row 8: Represents the EKNRH Shares.
Note to Row 9: Includes the Option Shares, the EKNRH Shares and the Proxy Shares.
Note to Row 11: Calculated based on (i) the 119,819,977 Class A Shares outstanding as of July 29, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the "Form 10-Q"), (ii) the 28,142,374 EKNRH Shares, (iii) the 1,146,727 Option Shares and (iv) the 78,673,028 Class B Proxy Shares. As of July 29, 2026, there were 130,467,486 total outstanding Class B Shares. Therefore, the ownership percentage reported may not be representative of the actual voting power of the Reporting Person.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
EKNRH Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,142,374.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: Represents the 28,142,374 EKNRH Shares.
Note to Row 11: Calculated based on (i) the 119,819,977 Class A Shares outstanding as of July 29, 2026, as reported in the Form 10-Q and (ii) the 28,142,374 EKNRH Shares. As of July 29, 2026, there were 130,467,486 total outstanding Class B Shares. Therefore, the ownership percentage reported may not be representative of the actual voting power of the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BRC Inc. | |
| (b) | Address of issuer's principal executive offices:
3131 W. 2210 S, Suite C, West Valley City, UT 84119 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, each of whom is referred to herein as a "Reporting Person" and together as the "Reporting Persons":
1. Evan Hafer
2. EKNRH Holdings LLC | |
| (b) | Address or principal business office or, if none, residence:
1144 S 500 W
Salt Lake City, UT 84101 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A common stock, $0.0001 par value | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Evan Hafer is the sole manager of EKNRH Holdings LLC ("EKNRH"). As such, both EKNRH and Evan Hafer may be deemed to have beneficial ownership over the shares held by EKNRH reported herein. In addition, Evan Hafer has a proxy to vote shares held by the Voting Parties (as defined in Amendment No. 1 to this Statement) pursuant to the Investor Rights Agreement (as defined in Amendment No. 1 to this Statement), up to an amount that would not result in Evan Hafter being deemed to acquire 2% of the outstanding Class A Shares within a trailing 12-month period. The filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, (i) members of a group with, or beneficial owners of any securities held by, the Voting Parties or the parties to the Investor Rights Agreement, or (ii) beneficial owners of any securities otherwise covered by this Statement. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A Joint Filing Agreement, dated as of February 14, 2023 (incorporated by reference to Schedule 13G filed with the Securities and Exchange Commission by Evan Hafer and EKNRH Holdings LLC on February 14, 2023). |
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