UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☑ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a−12

BRC Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY COPY DATED MARCH 31, 2026 – SUBJECT TO COMPLETION

2026 Proxy Statement and

Notice of Annual Meeting of Stockholders


			May, 28, 2026 at 11:00 a.m. Eastern Time

			Online at: www.virtualshareholdermeeting.com/BRCC2026

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			BRC Inc., 3131 W. 2210 S., Suite C, West Valley City, UT 84119
			[ ], 2026

Dear Fellow Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BRC Inc., which will be held at 11:00 a.m. Eastern Time, on May 28, 2026. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BRCC2026 and using the 16-digit control number included in your proxy materials.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote. Your shares cannot be voted unless you vote by Internet or telephone, vote as instructed by your broker, or vote your shares electronically at the Annual Meeting.

Sincerely,

Evan Hafer

Founder, Executive Chairman

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BRC Inc., 3131 W. 2210 S., Suite C, West Valley City, UT 84119

To the Stockholders

Notice of Annual Meeting of

Stockholders

Date:

May 28, 2026

Record Date:

March 31, 2026

Time:

11:00 a.m. ET

Attendance:

www.virtualshareholder

meeting.com/BRCC2026

YOUR VOTE

IS IMPORTANT

Whether or not you expect to participate in the Annual Meeting, our Board of Directors (the “Board”) encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.

We will hold the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of BRC Inc., a Delaware public benefit corporation (the “Company”), on May 28, 2026 at 11:00 a.m. Eastern Time as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions online by visiting www.virtualshareholdermeeting.com/BRCC2026 and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied the proxy materials.

Items of business:


				to elect as directors the nominees named in the accompanying Proxy Statement to a term of three years, or until their respective successors have been elected and qualified;
				to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
				to approve amendments to our amended and restated certificate of incorporation to effect a reverse stock split of our Class A common stock, $0.0001 par value per share, (the “Common Stock”) at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendments;
				to approve the adjournment of the Annual Meeting, if necessary (the “Adjournment”), to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3; and
				to transact such other business as may properly come before the Annual Meeting.

These matters are more fully described in the proxy statement accompanying this notice (the “Proxy Statement”).

We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish our proxy materials via the Internet. On or about [ ], 2026, we are mailing to stockholders as of the record date a notice with instructions on how to access our proxy materials and vote via the Internet, or by mail, or telephone. The notice also contains instructions on how to request a paper copy of our proxy materials, including our 2025 Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 2, 2026 (our “2025 Annual Report”). This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 28, 2026. THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND OUR 2025 ANNUAL REPORT ARE AVAILABLE AT WWW.VIRTUALSHAREHOLDERMEETING.COM/BRCC2026.

By Order of the Board of Directors,

Andrew McCormick

General Counsel and Secretary (CLO)

[ ], 2026

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Table of Contents


Proxy Statement Summary	1
Black Rifle Coffee Company at a Glance	1
FY2025 Business Highlights	1
Overview of Proposals	2
Proposal No. 1: Election of Class I Directors	2
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm	2
Proposal No. 3: Approval of Amendments to our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Class A Common Stock	3
Proposal No. 4: Approval of the Adjournment of the Annual Meeting	3
Other Proposals	3
Corporate Philanthropy	4
Important Information about the Annual Meeting and Voting	7
Why You Received the Proxy Materials	7
Notice of Internet Availability of Proxy Materials	7
Stockholders Entitled to Vote	7
Quorum	8
Difference between Record Holders and Street Name Holders	8
Attending the Annual Meeting	8
Voting Methods	8
Vote Requirements	9
Interests of Directors and Officers	10
Broker Non-Votes and Abstentions	10
Revocability of Proxies	10
Solicitation of Proxies	10
Proposal No. 1: Election of Class I Directors	12
Overview	12
Criteria for Nomination to the Board	13
Stockholder Nominations	14
Board Qualifications	15
Nominees and Continuing Directors	16
Corporate Governance and our Board of Directors	23
Board Leadership and Governance Structure	23
Director Independence	23
Controlled Company	24
Board Leadership Structure	25
Board Committees	25
Audit Committee	25

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Compensation Committee	26
Nominating and Corporate Governance Committee	26
Meeting Attendance	26
Other Governance Matters	27
Code of Ethics	27
Role of the Board in Risk Oversight	27
Corporate Governance Guidelines	27
Insider Trading Policy	27
Prohibition of Certain Types of Transactions	28
Incentive Compensation Recovery Program	28
Compensation Committee Interlocks and Insider Participation	28
Stock Ownership Guidelines	28
Information Security Training	28
Communications with the Board	29
Director Compensation	30
Non-Employee Director Compensation Program	30
Director Compensation Table	30
Outstanding Equity Awards for Directors at Fiscal Year-End	32
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm	33
Independent Registered Public Accounting Firm Fees	34
Audit Committee Pre-Approval Policies and Procedures	34
Audit Committee Report	35
Proposal No. 3: Approval of Amendments to our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Class A Common Stock	36
Overview	36
Purpose and Background of the Reverse Stock Split	37
NYSE Requirements for Continued Listing	37
Investor Interest and Liquidity	38
Decrease Price Volatility	39
Employee Retention	39
Board Discretion to Implement the Reverse Stock Split	39
Risks Associated With the Reverse Stock Split	40
Principle Effects of the Reverse Stock Split	41
Equity Compensation Plans and Outstanding Equity Based Awards	42
Effects of the Amendments on our Common Stock	43
Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates, if Applicable	44
Registered “Book-Entry” Holders of Class A Common Stock	44
Beneficial Holders of Class A Common Stock	44
Holders of Certificated Shares of Class A Common Stock	45
Fractional Shares	45
No Appraisal Rights	46
No Going Private Transaction	46

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Interests of Certain Persons in the Proposal	46
Anti-takeover Effects of Proposed Amendments	46
Accounting Treatment of the Reverse Stock Split	46
Continued SEC Reporting Requirements and Stock Listing	46
New CUSIP Number	47
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split to U.S. Holders	47
Approval of Proposal No. 3	49
Vote Required	50
Proposal No. 4: Approval of the Adjournment of the Annual Meeting	51
Overview	51
Executive Officers	52
Executive Compensation	54
Best Compensation Practices, Policies and Guidelines	54
Executive Compensation Philosophy	55
Role of the Compensation Committee	55
Role of the Compensation Consultant	55
Benchmarking Compensation	55
2025 Summary Compensation Table	56
Elements of NEO Compensation	57
Agreements with Named Executive Officers	59
Vesting of Incentive Units upon Change in Control	60
Outstanding Equity Awards at Fiscal Year-End	61
Equity Award Grant Practice	61
Equity Compensation Plan Information	62
Beneficial Ownership of our Common Stock	63
Delinquent Section 16(A) Reports	66
Certain Relationships and Related Party Transactions	67
Related Person Policy of the Company	67
Additional Information	69
Availability of Certain Information	69
Householding	69
Stockholder Proposals and Nominations to be Included in Next Year’s Proxy Statement	69
Other Matters	70

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Proxy Statement Summary

This summary highlights information that is contained elsewhere in this Proxy Statement. It does not include all information necessary to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote. References to “BRCC,” “Black Rifle Coffee,” “Black Rifle Coffee Company,” the “Company,” “we,” “us,” or “our” refer to BRC Inc., together with its controlled subsidiaries, unless the context requires otherwise.

Black Rifle Coffee Company at a Glance

Black Rifle Coffee Company is a Veteran-founded and led premium coffee, and energy drink company operating through one reportable segment composed of three primary channels: Wholesale, Direct to Consumer (“DTC”), and Outposts. We leverage in-house media and content creation to support brand awareness, customer engagement, and community building. Founded in 2014 by U.S. Army Veteran Evan Hafer, the company began with a one-pound coffee roaster in a garage, where Hafer personally roasted, packaged, and shipped coffee directly to consumers. Today, Black Rifle Coffee has grown into a widely recognized and nationally distributed brand steadfast in its commitment to supporting active-duty military, Veterans, first responders, and others who share our values.

At Black Rifle Coffee, we develop roast profiles with the mission-driven focus we learned while serving our country. Our offerings extend beyond coffee, including Black Rifle Energy, a ready-to-drink energy beverage, Black Rifle Coffee-branded apparel, coffee brewing equipment, and outdoor lifestyle gear that our customers proudly use to showcase their connection to our brand.

We create proprietary digital and social media content designed to strengthen our connection with the Black Rifle Coffee community. Guided by a three-pronged strategy—Inform, Inspire, and Entertain—we use content to educate consumers on our products and brand, including insights into our roasting processes and premium offerings. Through compelling storytelling, we highlight the experiences of Veterans, first responders, and everyday heroes who embody our mission. At the same time, we captivate and entertain with humor, creativity, and engaging formats that resonate deeply with our loyal and passionate customer base. This comprehensive approach reflects our core values while fostering lasting brand loyalty and recognition.

FY2025 Business Highlights


	•			Total revenue was $398.3 million in 2025, with Wholesale channel revenue increasing by 5% year-over-year, driven primarily by distribution expansion and velocity growth in packaged coffee sales, as well as contributions from Black Rifle Energy. Direct-to-Consumer (“DTC”) channel revenue decreased by 5% to $117.6 million in 2025, primarily due to the impact of a $6.5 million decrease in the accrual for loyalty rewards points in 2024 following a change in the policy related to expiration of loyalty reward points.
	•			According to Nielsen, in 2025 our packaged coffee distribution increased by 7.9 points to 54.9% All Commodity Volume (“ACV”), a dollar-weighted measure of the percentage of total retail sales represented by stores that carry our products. Our Ready-to-Drink coffee distribution increased by 10.0 points to 55.9% ACV. Additionally, Black Rifle Energy achieved approximately 20% ACV distribution within three months of its introduction.
	•			According to Nielsen retail measurement data, in 2025 our packaged coffee business grew 31.1%, approximately three times the broader category growth rate, driven by unit growth of more than 22%. Our share in bagged coffee reached 3.3%, an increase of 60 basis points year over year, while pods reached 2.2%, an increase of 40 basis points. In Ready-to-Drink coffee, we maintained the #3 share position in the category. These gains were supported by expanded distribution and improved shelf productivity with key retail partners.

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	•			Gross margin declined in 2025 as elevated green coffee costs and tariff impacts more than offset productivity improvements and pricing actions implemented during the year. Coffee prices nearly doubled compared to the prior year, creating a significant cost headwind across the business despite continued supply chain efficiency efforts and favorable product mix improvements. Total operating expenses increased modestly compared to 2024, reflecting higher general and administrative expenses and certain non-recurring items, partially offset by lower marketing spend and restructuring actions implemented during the year. Cash used in operating activities was approximately $9.8 million in 2025, primarily reflecting working capital normalization during the period.
	•			Approximately one-third of our employees are Veterans or military spouses, underscoring our continued commitment to hiring and supporting the military and first-responder communities, along with meaningful support through cash and product donations.

Overview of Proposals


Board Vote Recommendation	Proposals		Page
FOR the nominees		Elect three Class I Directors	12
FOR		Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026	33
FOR		Approve amendments to our amended and restated certificate of incorporation to effect a reverse stock split of our Class A common stock, $0.0001 par value per share, (the “Common Stock”) at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by our Board of Directors in its discretion, subject to the Board of Director’s authority to abandon such amendments; and	36
FOR		Approve the Adjournment of the Annual Meeting if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3.	51

Proposal No. 1: Election of Class I Directors

We are asking you to vote for the election of Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy as Class I directors, to serve for a three-year term expiring at our 2029 Annual Meeting. Our Board currently consists of ten members and is divided into three classes, each of which has a three-year term.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

We are also asking you to ratify our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ended December 31, 2026. Although stockholder ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm is not required by law or our organizational documents, the Board has determined that it is desirable to seek stockholder ratification as a matter of good corporate governance in the view of the critical role played by independent registered public accounting firms in maintaining the integrity of financial controls and reporting.

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Proposal No. 3: Approval of Amendments to our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Class A Common Stock

We are also asking you to vote to approve amendments to our amended and restated certificate of incorporation to effect a reverse stock split of our Common Stock at a ratio ranging from any whole number between 1-for-10 and 1-for-50, as determined by the Board in its discretion, subject to the Board’s authority to abandon such amendments; and

Proposal No. 4: Approval of the Adjournment of the Annual Meeting

We are asking you to vote for the approval of the Adjournment of the Annual Meeting if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3.

Other Proposals

The Board is not aware of any matters that will be brought before the Annual Meeting (other than procedural matters) that are not referred to in the enclosed proxy card. If any other business should properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

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Corporate Philanthropy

Our mission is to serve premium coffee beverages and content to active-duty military, Veterans, first responders, and all who love America. Founded with a commitment to give back, we became a Delaware public benefit corporation under Delaware General Corporation Law (“DGCL”) Sections 361-368. Unlike a traditional corporation, focused solely on maximizing shareholder value, we balance profit with our commitment to a broader public benefit, ensuring that our business decisions positively impact employees, customers, suppliers, and military and first responder communities. Our public benefit purpose is to “support the underserved active military, Veteran, and first-responder communities.” To support such a broad public benefit purpose, our Board has established specific objectives, including the following:

•	Creating meaningful post-military service career opportunities for Veterans, first responders, and their families;

•	Donating cash, coffee and in-kind resources to charities that support the needs of active military, Veterans, and first responders;

•	Supporting charities focusing on mental health issues in the Veteran community;

•	Inspiring Veterans to pursue entrepreneurship through targeted programs and donations; and

•	Providing quality products and media that resonate with these audiences.

In 2025, we continued to expand these initiatives, reinforcing our commitment to those who serve.

Veteran and Military Spouse Hiring

As a Veteran-founded and led company, we remain steadfast in integrating military-affiliated individuals into our workforce, furthering our long-term goal of hiring 10,000 Veterans. We recognize that our success is rooted in their work ethic and discipline, and we aim to provide career opportunities that allow service members to transition successfully into private industry. In line with our long-term objective of hiring 10,000 Veterans, we prioritize hiring practices that integrate them into our workforce and maintain a strong and cohesive culture dedicated to service and excellence. We continued our commitment to hiring Veterans, military spouses, and military-affiliated individuals in 2025.

Of the 287 positions we filled in 2025, we added: 46 Veterans, 5 Active Service, 6 First Responders, 18 military dependents, and 13 military spouses. As of the close of 2025, approximately 33% of our 468 team members are comprised of Veterans, military spouses, first responders, and active service members.

We continue to support our partnerships with mission-driven organizations, including: BreakLine (Veterans career development), Allegiant Vets (transitioning military support), and the Military Spouse Employment Network (military spouse employment). We also remained highly engaged in the Department of Defense SkillBridge Program, providing transitioning service members with civilian work experience. Our 2025 SkillBridge interns supported key business functions, including: sales, recruiting, logistics, merchandising and project management.

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Corporate Philanthropy and Donations

We remained committed to supporting veterans, active-duty service members, first responders, and their families through a range of philanthropic initiatives during 2025. These efforts included nonprofit partnerships, community events, direct assistance to individuals in need, and in-kind product donations supporting organizations aligned with our mission.

During the first half of the year, we partnered with several organizations to support events focused on veteran wellness, resilience, and community engagement. These efforts included the Veteran Adaptive Athlete Shoot, conducted in partnership with Archery Country, Staccato Ranch, Texas Para Sports, and the Total Archery Challenge, which brought together adaptive veteran athletes for a weekend of community and competition. We also partnered with the HunterSeven Foundation to support cancer screening and toxic exposure education for veterans and first responders. These screenings were conducted at industry events including SHOT Show and SOF Week, helping raise awareness and providing early detection resources for individuals who may have been exposed to hazardous conditions during their service. We also participated in Operation Homefront’s Military Child of the Year Awards, supporting recognition of military children from each service branch and highlighting the contributions and sacrifices made by military families. In partnership with Team Red, White and Blue, we supported the Old Glory Ultra Relay, a 3,000-mile relay from San Diego to Washington, D.C. designed to promote veteran wellness, unity, and community engagement while raising awareness for veteran support programs.

During the third quarter, we responded to flooding in Texas Hill Country by providing on-site support to first responders and volunteers assisting impacted communities. The response included serving hot coffee, distributing ready-to-drink beverages and bags of coffee, and providing donated supplies. The effort also included collaboration with Operation BBQ Relief to support meal distribution to responders and residents in affected areas. We also sponsored Rescue 22 during The Tactical Games in Fairfield, Utah and served as a presenting sponsor for the Stay In Step Gala, which supports spinal cord injury recovery and adaptive therapy programs.

During the fourth quarter, we launched a Breast Cancer Awareness campaign featuring a limited-edition product designed to raise awareness and funding for military-affiliated women battling breast cancer. The initiative generated $30,000 to support the Military Patient Relief Fund through the National Breast Cancer Foundation. We partnered with Merging Vets & Players to host the Rise N Grind veterans workout event at The Star in Frisco, Texas. More than 200 veterans participated in the event, which focused on strengthening community connections and promoting mental health and wellness.

One of our largest philanthropic initiatives during the year was Operation Debt of Gratitude. In partnership with ForgiveCo and Born Primitive, the campaign helped eliminate more than $34 million in medical debt for approximately 15,000 veterans across the United States.

During the holiday season, we supported Operation Homefront’s Meals for Military initiative, helping provide groceries and gift cards to more than 1,000 military families experiencing food insecurity. We also participated in Boot Campaign’s Seasons of Service initiative, which provides toys, care packages, and support for military families during the holiday season.

We concluded the year by supporting several mission-aligned national events, including the Travis Manion Foundation’s Army-Navy Game tailgate and mission-driven activations during Cowboy Christmas and the National Finals Rodeo in Las Vegas. During these events, we donated $350,000 to the Special Operations Warrior Foundation to support educational opportunities for the children of fallen service members.

Through these initiatives, we continued to advance our public benefit purpose of supporting the underserved active military, veteran, and first-responder communities.

BRC Inc.	5	2026 Proxy Statement

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Tackling the Most Critical Issues Facing Our Military, Veterans, and First Responders

Our philanthropic strategy focuses on the most pressing crises impacting our service members, Veterans, and first responders. We direct our efforts and resources toward:

•	Mental Health & PTSD Treatment – Providing funding for essential treatment programs, including our commitment to the Boot Campaign.

•	Career Transition – Supporting Veterans’ transitions into meaningful careers through partnerships with organizations like The Honor Foundation and Warrior Rising.

•	Suicide Prevention – Backing initiatives that offer direct mental health interventions and suicide prevention programs.

•	Food Insecurity – Partnering with organizations like Operation Homefront to provide meals for struggling military families.

•	Homelessness Prevention – Supporting organizations that offer housing solutions and emergency relief for Veterans in need.

Mental Health in the Veteran Community

Addressing mental health challenges among Veterans remains a top priority for Black Rifle Coffee Company. In 2025, we strengthened our focus on organizations dedicated to supporting those struggling with PTSD and other mental health issues. Alongside our commitment to the Boot Campaign, we provided financial support to the Brothers Keeper Veteran Foundation, an organization that assists combat Veterans with overcoming PTSD and other psychological challenges. We also continued our partnership with Shields & Stripes, which delivers holistic recovery programs for Veterans, first responders, and healthcare workers. These contributions align with our mission to reduce Veteran suicide rates and ensure that those who have served our country receive the care and treatment they deserve.

Media & Content Initiatives

Through compelling storytelling, we remain committed to preserving the legacy of our nation’s heroes and ensuring that their contributions are never forgotten. We pride ourselves on creating original media content to help promote our intended public benefit purpose. We have a number of outlets including the Black Rifle Coffee Podcast released every week containing exclusive interviews and content about inspiring the American Dream through hard work and adventure. The Black Rifle Coffee Company YouTube Channel is another source for great content from the founders of BRCC.

In 2025, we leveraged our media platforms to highlight the achievements and sacrifices of the military and first responder communities. We created content celebrating historic moments such as the U.S. Army’s 250^th Birthday and D-Day Anniversary, attended events and produced stories that honored those who have served.

Looking Ahead

As we look to 2026, our corporate philanthropy team remains dedicated to expanding our impact. Through continued support for our nonprofit partners, increased hiring efforts within the Veteran and military spouse communities, and innovative media initiatives that share the stories of those who serve, we plan to build on the successes of 2025. You bought. We gave. Vets won. We are proud of what we have accomplished and look forward to continuing our mission in the years ahead.

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Important Information about the Annual Meeting and Voting

Why You Received the Proxy Materials

You are viewing or have received these proxy materials because the Company’s Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials

As permitted by SEC rules, we are making this Proxy Statement and our 2025 Annual Report available to stockholders electronically via the Internet. On or about [ ], 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this Proxy Statement and our 2025 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and our 2025 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Stockholders Entitled to Vote

The Board has set March 31, 2026, as the record date for the Annual Meeting. If you were the owner of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) or Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), at the close of business on the record date, you are entitled to vote at the Annual Meeting. You are entitled to one vote for each share of Class A Common Stock and one vote for each share of Class B Common Stock you held on the record date. At the close of business on the record date, there were [ ] shares of our Class A Common Stock and [ ] shares of our Class B Common Stock issued, outstanding and entitled to vote. Shares of our Class A Common Stock and Class B Common Stock vote together, as a single class, on Proposals No. 1, 2, and 4. Only holders of our Class A Common Stock are entitled to vote on Proposal No. 3 (Approval of Amendments to our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Class A Common Stock).

A list of stockholders of record entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose relevant to the Annual Meeting, during normal business hours for a period of at least ten days before the Annual Meeting at our corporate offices at 3131 W. 2210 S., Suite C, West Valley City, UT 84119, Attention: Legal. If our offices are not generally open, stockholders may contact Investor Relations at BlackRifleIR@icrinc.com and arrangements will be made to review the records in person. During the Annual Meeting, the list of stockholders will be available for examination at www.virtualshareholdermeeting.com/BRCC2026.

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Quorum

A majority of the voting power of the shares of Class A and Class B Common Stock issued and outstanding and entitled to vote at the Annual Meeting as of the record date must be present virtually at the Annual Meeting, either in person or by proxy, to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as present at the Annual Meeting if you either attend our Annual Meeting or properly submit your proxy prior to the Annual Meeting.

If a quorum is not present at the scheduled time of the Annual Meeting, the chairperson of the Annual Meeting may adjourn the Annual Meeting without a vote of stockholders. In addition, stockholders holding a majority of the voting power present, either in person or by proxy, and entitled to vote at the Annual Meeting may, to the extent permitted by law, adjourn the Annual Meeting.

Difference between Record Holders and Street Name Holders

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you. If your shares are held in a stock brokerage account or by a bank, trustee, or other nominee, you are considered the beneficial owner of shares held in “street name.” Your broker, bank, trustee, or other nominee is considered, with respect to those shares, the stockholder of record, and the proxy materials or voting instructions are being forwarded to you by that organization.

Attending the Annual Meeting

The Company has decided to hold the Annual Meeting entirely online. You may attend and participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/BRCC2026. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may also join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the record date. The meeting webcast will begin promptly at 11:00 a.m. Eastern Time on May 28, 2026. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet.

Voting Methods

Stockholders of Record

If you are a stockholder of record, you may vote:


over the Internet	by Telephone	by Mail	electronically at the Annual Meeting
You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card;	You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;	You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail; or	If you attend the meeting online, you will need the 16-digit control number included in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the Annual Meeting.

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Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May 27, 2026. To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Whether or not you expect to attend the Annual Meeting online, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you submit your proxy, you may still decide to attend the Annual Meeting and vote your shares electronically.

Beneficial Owners of Shares Held in “Street Name.”

If your shares are held in “street name” through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares online at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. You may join the Annual Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the record date.

Vote Requirements

Proposal No. 1: Election of Class I Directors

You may vote “FOR,” “AGAINST”, or “ABSTAIN” with respect to the director nominees. The election of each Class I director requires a majority vote of the votes cast by the holders of the Class A and Class B Common Stock, voting as a single class, to be approved. Abstentions and broker non-votes shall not count as a vote cast and will have no effect on the outcome of the vote.

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the ratification of our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026. The affirmative vote of the holders of a majority of the votes cast is required to ratify the appointment of our independent auditors. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Proposal No. 3: Approval of Amendments to our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Class A Common Stock

You may vote “FOR,” “AGAINST”, or “ABSTAIN” with respect to Proposal No. 3. Proposal No. 3 requires the affirmative vote of a majority of the outstanding shares of Class A Common Stock. Abstentions and broker non-votes will have the same effect as a vote “Against” the Reverse Stock Split, however, we do not anticipate any broker non-votes in connection with this proposal.

Proposal No. 4: Approval of the Adjournment of the Annual Meeting

You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the Board’s ability to adjourn the annual meeting. The affirmative vote of the holders of a majority of the votes cast is required to approve Proposal No. 4. Abstentions and broker non-votes will have no effect on the outcome of the vote.

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Interests of Directors and Officers

Director nominees, including current directors, standing for election at the Annual Meeting have a substantial interest in Proposal No. 1, which concerns the election of directors. Directors and executive officers have no substantial interest in Proposal Nos. 2 and 4, which relate to (A) the ratification of our independent registered public accounting firm, and (B) the approval of the Board adjourning the meeting if necessary to solicit additional proxies if there are insufficient votes to approve the Reverse Stock Split. Certain of our officers and directors have an interest in Proposal No. 3, which relates to the Reverse Stock Split as a result of their ownership of shares of the Common Stock, as set forth in the section entitled “Beneficial Ownership of our Common Stock” below. However, we do not believe that our officers or directors have interests in Proposal No. 3 that are different from or greater than those of any other of our stockholders.

Broker Non-Votes and Abstentions

For certain proposals, brokers may not have discretionary authority to vote on a particular matter if they have not received specific instructions from the beneficial owner of the shares (“broker non-votes”). Banks, brokerage firms, and other nominees who hold our shares in street name for their customers generally have authority to vote on “routine” proposals such as the ratification of auditors when they have not received instructions from beneficial owners. However, they are precluded from exercising their voting discretion with respect to the election of directors or other “non-routine” matters.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares or withholds votes as to a particular proposal, or if a broker, bank or other nominee holding its customer’s shares of record causes abstentions or withheld votes to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. Broker non-votes and abstentions are counted as being present for purposes of determining whether a quorum is present, but will not be considered “votes cast” with respect to Proposal No. 1 (Election of Directors), Proposal No. 2 (Ratification of Appointment of Independent Registered Public Accounting Firm) and Proposal No. 4 (Adjournment of the Annual Meeting).

Accordingly, broker non-votes and abstentions will have no impact on the outcome of Proposals Nos. 1, 2 and 4 contained in this Proxy Statement but will have the effect of a vote “against” Proposal No. 3 (Approval of Amendments to our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of Class A Common Stock). As Proposals No. 3 and 4 are routine matters, we do not anticipate that there will be any broker non-votes on such proposals.

Revocability of Proxies

Any proxy given by a stockholder of record pursuant to this Proxy Statement may be revoked by the person giving it at any time before the final vote at the Annual Meeting by submitting a written notice of revocation to BRC Inc., 3131 W. 2210 S., Suite C, West Valley City, UT 84119, Attention: Legal, or over the Internet or by phone by following the instructions included in your proxy materials. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone, by signing and returning a new proxy card by mail (only your latest proxy submitted prior to the Annual Meeting will be counted), or by attending and voting at the online Annual Meeting.

Solicitation of Proxies

Our Board is making this solicitation and we will bear the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of our Class A and Class B Common Stock, and normal handling charges may be paid for such forwarding service. Officers and other of our employees, who will receive no additional compensation for their services, may solicit proxies by mail, email, via the Internet, personal interview, or telephone.

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We have also engaged D.F. King & Co., Inc. (“DF King”) to act as our proxy advisor and to assist us in soliciting proxies related to the proposals set forth herein and to be voted upon at the Annual Meeting, and at any adjournments or postponements thereof. DF King may solicit proxies personally, electronically or by telephone. We have agreed to pay DF King $12,500, plus customary costs and expenses, for these services. Banks and brokers, please call: (646) 970-2127, all others, please call toll-free: (800) 659-5550 or contact DF King via email at BRCC@dfking.com.

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Proposal No. 1:

Election of Class I Directors

Overview

Our Board currently consists of ten directors. At the Annual Meeting, three Class I directors will be elected. Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy are our current Class I directors whose terms expire at the Annual Meeting. The nominating and corporate governance committee has recommended, and the Board has approved, the nomination of Ms. Dickson and Messrs. Mondzelewski and Molloy to stand for election at the Annual Meeting. As Class I nominees, if elected, Ms. Dickson and Messrs. Mondzelewski and Molloy will serve three-year terms expiring at the 2029 Annual Meeting, or until their respective earlier death, resignation, or removal from the Board.

As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I directors, whose current terms expire at this Annual Meeting, and whose subsequent terms will expire at the annual meeting in 2029; Class II directors, whose current terms expire at the annual meeting in 2027; and Class III directors, whose current terms expire at the annual meeting in 2028. Subject to the Investor Rights Agreement (as defined below), the term of all Class I directors will automatically become one year commencing with the annual meeting in 2029, the term of all Class II directors will automatically become one year commencing with the annual meeting in 2030, and the term of all Class III directors will automatically become one year commencing with the annual meeting in 2031, with all directors having a term of one year from and after the annual meeting of stockholders in 2031. The current Class I directors are Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy; the current Class II directors are Clayton Hutmacher, Stephen Kadenacy and Sean Moriarty; and the current Class III Directors are Evan Hafer, Mel Landis, Steven Taslitz and Glenn Welling.

The nominees have consented to serve if elected. However, if the nominees fail to stand for election, decline to accept election, or are otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board.

VOTE

Our Board Unanimously Recommends a Vote “FOR” the Class I Director Nominees Listed Below.

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Criteria for Nomination to the Board

The nominating and corporate governance committee assesses the skills, experiences, and attributes our Board should represent to align its individual and group strengths with our Company’s long-term strategic plan and the interests of our stockholders. The nominating and corporate governance committee identifies director nominees using the criteria set forth below and any other criteria that may be identified in accordance with the nominating and corporate governance committee’s charter and our Corporate Governance Guidelines:

•	Ethics. The nominating and corporate governance committee seeks director nominees who are persons of good reputation and character who conduct themselves in accordance with high personal and professional ethical standards, including the policies set forth in the Company’s Code of Ethics.

•	Conflicts of Interest. Each director or director nominee should not, by reason of any other position, activity or relationship, be subject to any conflict of interest that would impair the director or director nominee’s ability to fulfill the responsibilities of a member of the Board.

•

Independence. The nominating and corporate governance committee will consider whether directors and director nominees will be considered independent under the standards of the New York Stock Exchange (“NYSE”), and the heightened independence standards for audit committees and compensation committee under the securities laws.

•

Business and Professional Activities. Directors and director nominees should maintain a professional life active enough to keep them in contact with the markets and/or the industry in which the Company is active. A significant position or title change will be seen as reason to review a director’s membership on the Board.

•

Experience, Qualifications and Skills. Directors and director nominees should have the educational background, experience, qualifications and skills relevant for effective management and oversight of the Company’s management, which may include experience at senior executive levels in comparable companies, public service, professional service firms, or educational institutions.

•

Time/Participation. Directors and director nominees should have the time and willingness to carry out their duties and responsibilities effectively, including time to study informational and background materials and to prepare for meetings. Directors should attempt to arrange their schedules to allow them to attend all scheduled Board and committee meetings. The Board will consider the participation of and contributions to the activities of the Board for any director recommended for re-nomination.

•	Board Evaluation. The nominating and corporate governance committee will consider the results of the annual Board evaluation in its Board refreshment strategy.

•

Overboarding. No director or director nominee may serve on more than four public company boards (including the Company’s Board). No director or director nominee that is an executive officer of a public company may serve on more than two public company boards (including the Company’s Board). No member of the audit committee may serve simultaneously on the audit committee of more than three public companies (including the Company’s audit committee). Accepting a directorship with another public company that the director did not hold when elected or appointed to the Board will be seen as a reason to review a director’s membership on the Board.

•	Diversity. The Board and nominating and corporate governance committee believe that diversity, including gender, race, ethnicity and United States military service, brings a diversity of viewpoints to the Board that is important to the effectiveness of the Board’s oversight of the Company.

•	Tenure/Retirement. The Board and nominating and corporate governance committee do not believe that there should be a fixed term or retirement age for directors, but will consider each director’s tenure and the average tenure of the Board.

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Director Nomination Rights

On February 9, 2022, in connection with the consummation of the business combination by which BRC Inc. became the parent company of Authentic Brands LLC and Black Rifle Coffee Company LLC (the “Business Combination”), the Company, SilverBox Engaged Sponsor LLC (the “Sponsor”), Engaged Capital, LLC, a member of the Sponsor, and certain of its affiliates (collectively, “Engaged”), Evan Hafer, our prior Chief Executive Officer and a director, and certain other equityholders of the Company entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, for so long as Mr. Hafer and Engaged continue to own a specified percentage of Class A Common Stock and/or Common Units of Authentic Brands, Engaged will have the right to designate for nomination by the Board up to two candidates for election to the Board, and Mr. Hafer will have the right to designate for nomination to the Board up to three candidates (including himself) for election to the Board. In addition, until the fifth anniversary of the closing of the Business Combination, (i) the parties to the Investor Rights Agreement will vote their shares in favor of the directors put forth for nomination by Engaged and Mr. Hafer and (ii) the Sponsor and certain other equityholders party to the Investor Rights Agreement will vote all of their shares in the election and removal of directors as directed by Mr. Hafer. Mr. Hafer’s nominees that currently sit on the Board are Messrs. Taslitz and Hutmacher, in addition to himself; Engaged’s nominees that currently sit on the Board are Messrs. Welling and Molloy. At the Annual Meeting, Mr. Hafer will control approximately 51% of the outstanding voting power in the election of directors, and he intends to vote “FOR” Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy.

Stockholder Nominations

The nominating and corporate governance committee will review and evaluate candidates submitted by stockholders for election to the Board using the same criteria it applies to director nominees identified by the nominating and corporate governance committee, taking into consideration whether nominations are made in accordance with the procedures to nominate directors set forth in our Amended and Restated By-Laws, as amended (the “Bylaws”). Any stockholder who wishes to recommend a candidate for consideration by the nominating and corporate governance committee should follow the procedures described later in this Proxy Statement under the heading “Stockholder Proposals and Nominations to be Included in Next Year’s Proxy Statement.”

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Board Qualifications

Set forth below are some of the experiences, qualifications, attributes, and skills possessed by our current directors.

Director

Corporate

Governance

Finance &

Capital Markets

Mergers &

Acquisitions

Marketing

Diversity

Consumer

Packaged

Goods

Technology

Growth

Company

Military

and/or

Government

Service

Chris Mondzelewski

•

Lawrence Molloy

•

Kathryn Dickson

•

Clayton Hutmacher

•

Evan Hafer

•

Steven Taslitz

•

Glenn Welling

•

Stephen Kadenacy

•

Sean Moriarty

•

SEC Form PRE 14A filed by BRC Inc.