SEC Form 4 · accession 0001193125-26-368536

Brilliant Earth Group, Inc. · BRLT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gavin Turner

Director · 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 Stock^F1,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 Units^F1,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 Person's 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 Person on August 12, 2026. Accordingly, the Reporting Person has 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 the Reporting Person 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 the Reporting Person is the sole Manager of MMC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his 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 Person prior to the Issuer's initial public offering, do not expire.