SEC Form 4 · accession 0001193125-26-368530
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 24, 2026
Accepted (ET)
Aug 26, 2026 · 4:15 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,F2,F3 | Aug 24, 2026 | J | 16,014 | — | A | 31,848,071 | I | See footnotes |
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 24, 2026 | J | 16,014 | A | — | — | Class A Common Stock | 16,014 | 31,848,071 | I |
Explanation of responses
- F1The reported transaction, which involves a purchase of a limited partner's interest in Mainsail Co-Investors III, L.P. ("MCOI"), may represent a change in the Reporting Persons' pecuniary interest in common units of Brilliant Earth, LLC (the "LLC Units") and shares of Class B common stock held by MCOI. For purposes of Section 16(b), such deemed purchase, for an aggregate consideration of $18,096, could be matchable against the sales reported on August 10, 2026, as reported on the Form 4 filed by the Reporting Persons on August 12, 2026. Accordingly, the Reporting Persons have fully disgorged to the Issuer, the Section 16(b) deemed profit of $2,033.
- F2Consists of (i) 31,098,704 shares of Class B common stock (and associated LLC Units) held by Mainsail Partners III, L.P. ("MP III"), (ii) 61,823 shares of Class B common stock (and associated LLC Units) held by Mainsail Incentive Program, LLC ("MIP"), and (iii) 687,544 shares of Class B common stock (and associated LLC Units) held by MCOI.
- F3Mainsail 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.
- F4LLC 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.