SEC Form 4 · accession 0001193125-26-347377
Brilliant Earth Group, Inc. · BRLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mainsail Partners III, L.P.
10% Owner
Mainsail Co-Investors III, L.P.
10% Owner
MAINSAIL INCENTIVE PROGRAM, LLC
10% Owner
MAINSAIL GP III, LLC
10% Owner
MAINSAIL MANAGEMENT COMPANY, LLC
10% Owner
Period of report
Aug 10, 2026
Accepted (ET)
Aug 12, 2026 · 7:18 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001866757
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F3,F4 | Aug 10, 2026 | C | 50,000 | — | D | 31,848,071 | I | See footnotes |
| Class A Common StockF1,F4 | Aug 10, 2026 | C | 50,000 | — | A | 50,000 | I | See footnote |
| Class A Common StockF1,F5,F4 | Aug 10, 2026 | S | 50,000 | $1.287 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LLC UnitsF1,F2,F3,F4 | — | Aug 10, 2026 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 31,848,071 | I |
Explanation of responses
- F1Represents common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock exchanged for shares of Class A common stock including (i) 48,824 LLC Units and shares of Class B common stock exchanged by Mainsail Partners III, L.P. ("MP III"), (ii) 97 LLC Units and shares of Class B common stock exchanged by Mainsail Incentive Program, LLC ("MIP"), and (iii) 1,079 LLC Units and shares of Class B common stock exchanged by Mainsail Co-Investors III, L.P. ("MCOI").
- F2LLC Units (together with one share of Class B common stock for every LLC Unit) are exchangeable for one share of the Issuer's Class A common stock. The reported LLC Units, which were acquired by the reporting persons prior to the Issuer's initial public offering, do not expire.
- F3Consists of (i) 31,098,704 shares of Class B common stock (and associated LLC Units) held by MP III, (ii) 61,823 shares of Class B common stock (and associated LLC Units) held by MIP, and (iii) 687,544 shares of Class B common stock (and associated LLC Units) held by MCOI.
- F4Mainsail GP III, LLC ("GP III") is the general partner of MP III. MCOI is a co-investment vehicle that invests alongside MP III. GP III is the general partner of MCOI. A three member investment committee of GP III acts by a majority vote, with Gavin Turner possessing a veto right, with respect to the voting and dispositive power of the securities held by MP III and MCOI. Mainsail Management Company, LLC ("MMC") is the managing member of MIP, and Gavin Turner is the sole Manager of MMC. Mr. Turner has separately reported the transactions and reported securities reflected in this statement. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.
- F5This transaction was executed in multiple trades at prices ranging from $1.25 to $1.40, inclusive. The reported price reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the United States Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was affected.