BRCC

MKT CAP $1MP/E —DIV YIELD —FCF YIELD 733.78%REV TTM $429.7M +10.5%NET INCOME −$3.8MNET DEBT $19.6M52W 6.25 – 17.80NEXT EARNINGS Nov 2SEC XBRL · TTM TO Invalid Date

How BRCC rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

67%

of sentences unchanged

Added

140

new sentences

Dropped

162

sentences removed

Length

−550

words, now 26,637

New in FY2025

Environmental We believe that federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies with respect to zoning, land use, and environmental factors could delay construction and increase development costs for new facilities.
Following the completion of the Business Combination, our organizational structure is commonly referred to as an umbrella partnership C corporation (or Up-C) structure.
This organizational structure allows certain owners of Authentic Brands to retain their equity ownership in Authentic Brands, which is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units and Restricted Units of Authentic Brands.
Each continuing owner of Authentic Brands also holds a number of shares of Class B Common Stock in the Company equal to the number of Common Units held by such owner, which shares of Class B Common Stock have no economic value, but entitle the holder thereof to one vote per share at any meeting of our shareholders.
Available Information We file annual, quarterly and current reports and other documents with the Securities and Exchange Commission (“SEC”) that are publicly available free of charge on the Investor Relations section of our website at https://ir.blackriflecoffee.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC or at www.sec.gov.
Risks Related to Our Business Our brand, including the quality of media content and active participation in the military, Veteran and first-responder communities, is core to our success, and damage to our brand or reputation and negative publicity could negatively impact our business, financial condition, and results of operations.
Our brand and authenticity in supporting the military, Veteran and first-responder communities is a core driver of our success.
We promote our brand through media content and active participation in the military, Veteran and first-responder communities through events, donations, and hiring commitments, but the continued success of such promotions cannot be guaranteed.
Legal claims against us based on, among other things, employee matters may also create not only legal and financial liability, but also negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations.
Our founder and co-founders often appear in unscripted and un-reviewed online publications, such as podcasts, over which we have little curation.
Failure to maintain or enhance the value and reputation of our brand, including our support of the military, Veteran and first-responder communities, could have a negative impact on our financial results.
If we fail to preserve our brand identity, including the quality of our media content and active engagement with the military, Veteran and first-responder communities, our consumer perception, brand equity, and financial results could be negatively impacted.
Most importantly, if our customers perceive that we have abandoned or decreased the priority of our mission and our authenticity, in particular with respect to our support of the military, Veteran and first-responder communities, we could lose significant portions of our customer base and experience substantial harm to our reputation and our operating results.
Our Wholesale channel sales grew from $245.0 million in 2024 to $258.0 million in 2025.
Additionally, we plan to grow our Outpost business by driving sales at existing locations, and enhancing digital platforms such as online ordering and loyalty programs.
This moderate expansion may strain our existing resources, creating challenges in hiring, training, and managing a dispersed and growing workforce across multiple jurisdictions.
If our competitors increase their marketing spend while our available funds decrease, or if our advertising, promotions, or new product offerings are less effective than those of our competitors, our business, financial condition and results of operations could be adversely affected.
Failure to attract new customers or retain existing ones, particularly in a cost-effective manner, could limit our ability to increase sales and materially harm our business, financial condition and results of operations.
We have devoted, and will continue to devote in the future, significant resources to research, launch and promote new products to serve broader customer demand, adapt to changes in market trends, and account for shifts in customer preferences.
Failure to successfully expand into new channels or introduce different product types could result in significant expenditures without increased revenue.
Not only are research and development expensive investments, but there is also no guarantee that our co-manufacturing partners or distribution networks will fully cooperate in producing or promoting our new products.
Launching a new product, or an existing product to new stores, may also require initial “free fills” of shelves, which increases the costs of introducing new products and could adversely impact our business, financial condition and results of operations if the new product is not successful.
We generate a material percentage of our Wholesale sales, which was 65% of our net sales in 2025, from many national and regional Wholesale partners.
Our largest primary Wholesale partner represented 30% of our consolidated net sales in 2025, and the failure to increase or maintain our sales with our primary Wholesale partners would have a negative impact on our growth prospects and any decrease or loss of any of our primary Wholesale partners’ business could result in a decrease in our net sales and operating income if we are unable to capture these sales through our DTC operations or other Wholesale accounts.
A small number of customers generally account for a significant portion of our accounts receivable in any period, and if any one of them fails to pay us, our business, financial condition and results of operations will be harmed.
Our accounts receivable are spread over a number of customers, of which four customers accounted for 52% and 63% of total outstanding receivables as of December 31, 2025 and 2024, respectively.
If any of these customers do not pay us, our business, financial condition and results of operations will be harmed.
Additionally, we rely on third-party social media platforms, such as Facebook, Instagram, YouTube, X, Google, and others, to generate new customers and to engage with existing customers.
For example, over the past several years, various social media platforms have implemented data privacy changes that limit the ability to target and measure advertising.
As laws and regulations governing the use of these platforms evolve, any failure by us or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms could subject us to regulatory investigations, class action lawsuits, liability, fines, suspension or removal from such platform, or other penalties and adversely affect our business, financial condition, and results of operations.
Our current operations are highly dependent on the financial performance of our Wholesale and DTC channels, and reliance on third-party logistics, as well as other risks, could negatively impact our business.
Our financial performance is highly dependent on our Wholesale and DTC channels, with the Wholesale channel providing approximately 65% and 63% of our revenue in 2025 and 2024, respectively, and our DTC channel providing approximately 30% and 32% of our revenue in 2025 and 2024, respectively.
We experienced a decrease in revenue from our DTC channel in 2025 compared to 2024 as customer acquisition costs significantly increased and we shifted marketing investments into other channels with greater returns, and our products become more accessible as we expanded widely into Wholesale.
If the adoption of new revenue models adversely impacts our subscriber relationships, then subscriber growth, subscriber engagement, and our business, financial condition, and results of operations could be harmed.
In late 2025, we experienced a significant backlog of orders at a third-party logistics location, which led to customer frustration and cancelled orders.
If we continue to add or change third-party logistics providers, require them to expand their fulfillment, distribution, or warehouse capabilities, expand to new locations, add products categories with different fulfillment requirements, or change the mix of products we sell, our logistics and distribution network will become increasingly complex and its operation will become more challenging for us and our third-party logistics providers.
Any significant failure in our third-party logistics providers to operate effectively has in the past adversely affected, and may in the future adversely affect our business.
If we are unable to expand existing or secure new third-party logistics providers to meet our future needs, our order fulfillment and shipping times may be delayed and our business, financial condition, and results of operations may suffer.
We rely on co-manufacturers to provide us with a significant portion of our production capacity, in particular with our RTD coffee, Black Rifle Energy, rounds, and certain suppliers to supply various components of co-manufactured products, such as dairy and aluminum cans, and our at-home coffee products, such as whole bean and ground bagged coffee.
If, for any reason, any of our co-manufacturers or raw material suppliers cannot fulfill their obligations (which we have previously experienced due to quality issues at certain of our co-manufacturers), faces an enforcement action by the U.S.

and 100 more.

Gone since FY2024

Environmental We believe federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies with respect to zoning land use and environmental factors could delay construction and increase development costs for new facilities.
Following the completion of the Business Combination, our organizational structure is what is commonly referred to as an umbrella partnership C corporation (or Up-C) structure.
This organizational structure allows certain owners of Authentic Brands to retain their equity ownership in Authentic Brands, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Common Units and Restricted Units of Authentic Brands.
Each continuing owner of Authentic Brands also holds a number of shares of Class B Common Stock in the Company equal to the number of Common Units held by such owner, which shares of Class B Common Stock have no economic value, but which entitles the holder thereof to one vote per share at any meeting of our shareholders.
Available Information We file annual, quarterly and current reports and other documents with the Securities and Exchange Commission (“SEC”) that are publicly available free of charge on the Investor Relations section of our website at https://ir.blackriflecoffee.com as soon as reasonably practicable after these materials are filed with or furnished to the SEC or at www.sec.gov.
Risks Related to Our Business Our brand, including the quality of media content and active participation in the Veteran community, is core to our success, and damage to our brand or reputation and negative publicity could negatively impact our business, financial condition, and results of operations.
Our brand and authenticity in supporting the Veteran and military community is a core driver of our success.
We promote our brand through media content and active participation in the Veteran community through events, donations, and hiring commitments, but the continued success of such promotions cannot be guaranteed.
Employee claims against us based on, among other things, wage and hour violations, discrimination, harassment, or wrongful termination may also create not only legal and financial liability, but also negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations.
Our founders often appear in unscripted and un-reviewed online publications, such as podcasts, over which we have little curation.
Failure to maintain or enhance the value and reputation of our brand, including our support of the Veteran community, could have a negative impact on our financial results.
If we fail to preserve our brand identity, including the quality of our media content and active engagement with the Veteran community, our consumer perception, brand equity, and financial results could be negatively impacted.
Most importantly, if our customers perceive that we have abandoned or decreased the priority of our mission and our authenticity, in particular with respect to our support of the Veteran and military communities, we could lose significant portions of our customer base and experience substantial harm to our reputation and our operating results.
Our Wholesale channel sales grew from $225.1 million in 2023 to $245.0 million in 2024.
Additionally, we plan to grow our Outpost business by opening new Company-operated and franchised locations, driving sales at existing locations, and enhancing digital platforms such as online ordering and loyalty programs.
Depending on our agreements with retail partners, margins on Wholesale sales may be lower than those from DTC sales.
Conversely, offering aggressive discounts, loyalty programs, or online advertising for our DTC channel may shift customer purchases toward that channel, potentially reducing overall margins relative to Wholesale and Outpost sales.
Rapid expansion may strain our existing resources, creating challenges in hiring, training, and managing a dispersed and growing workforce across multiple jurisdictions.
If our competitors increase their marketing spend while our available funds decrease, or if our advertising, promotions, or new product offerings are less effective than those of our competitors, our results of operations and financial performance could be adversely affected.
Failure to attract new customers or retain existing ones, particularly in a cost-effective manner, could limit our ability to increase sales and materially harm our business and financial condition.
We have devoted, and will continue to devote in the future, significant resources to launch and promote new products to serve broader customer demand, adapt to changes in markets trends, and account for shifts in customer preferences.
Failure to properly expand into new channels or introduce different product types could result in significant expenditures without increased revenue.
Not only are research and development expensive investments, there is also no guarantee that our co-manufacturing partners or distribution networks will fully cooperate in producing or promoting our new products.
Launching a new product, or an existing product to new stores, may also require initial “free fills” of shelves, which increases the costs of introducing new products and could adversely impact our operating results if the new product is not successful.
We generate a material percentage of our Wholesale sales, which was 63% of our net sales in 2024, from a few primary Wholesale partners.
Our largest primary Wholesale partner represented 28% of our consolidated net sales in 2024, and the failure to increase or maintain our sales with our primary Wholesale partners would have a negative impact on our growth prospects and any decrease or loss of any of our primary Wholesale partners’ business could result in a decrease in our net sales and operating income if we are unable to capture these sales through our DTC operations or other Wholesale accounts.
Over the last several years, large retailers have faced increased competition from online competitors, declining sales and profitability and tightened credit markets, resulting in store closures, bankruptcies and financial restructurings.
Additionally, we rely on third party social media platforms, such as Facebook, Instagram, YouTube, Google, and others, to generate new customers and to engage with existing customers.
For example, over the past two years, various social media platforms have implemented data privacy changes that limit the ability to target and measure advertising.
As laws and regulations governing the use of these platforms evolve, any failure by us or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms could subject us to regulatory investigations, class action lawsuits, liability, fines, suspension or removal from such platform, or other penalties and adversely affect our business, financial condition, and operating results.
Our current operations are highly dependent on the financial performance of our DTC and Wholesale channels, and reliance on third party logistics, as well as other risks, could negatively impact our business.
Our financial performance is highly dependent on our DTC and Wholesale channels, with the DTC channel providing approximately 32% and 36% of our revenue in 2024 and 2023, respectively, and our Wholesale channel providing approximately 63% and 57% of our revenue in 2024 and 2023, respectively.
We experienced a decrease in revenue from our DTC channel in 2024 compared to 2023 as customer acquisition costs significantly increased and we shifted marketing investments into other channels with greater returns.
If the adoption of new revenue models adversely impacts our subscriber relationships, then subscriber growth, subscriber engagement, and our business, financial condition, and operating results could be harmed.
If we continue to add third party logistics providers, require them to expand their fulfillment, distribution, or warehouse capabilities, expand to new locations, add products categories with different fulfillment requirements, or change the mix of products we sell, our logistics and distribution network will become increasingly complex and its operation will become more challenging for us and our third party logistics providers.
Any significant failure in our third party logistics providers to operate effectively could adversely affect our business.
If we are unable to expand existing or secure new third party logistics providers to meet our future needs, our order fulfillment and shipping times may be delayed and our business, financial condition, and operating results may suffer.
We rely on co-manufacturers to provide us with a significant portion of our production capacity, in particular with our RTD coffee, Black Rifle Energy, rounds, and certain suppliers to supply various components of co-manufactured products, such as dairy and aluminum cans, and to a lesser extent our at-home coffee products, such as whole bean and ground bagged coffee.
If, for any reason, our co-manufacturers or raw material suppliers cannot fulfill their obligations, any of our co-manufacturer faces an enforcement action by FDA or is otherwise unable to manufacture our products, or a contract with a co-manufacturer is terminated, or if our needs are less than we have contracted for, our business may suffer.
Any charges related to the write off of excess inventories could have a material adverse effect on our business, operating results, and financial condition.

and 122 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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