Brilliant Earth Group, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share BRLT NASDAQ Indicate by

Filing Documents

• ny20061505x1_8k.htm (8-K) — 42KB
• ny20061505x1_ex2-1.htm (EX-2.1) — 32KB
• ny20061505x1_ex3-1.htm (EX-3.1) — 133KB
• ny20061505x1_ex3-2.htm (EX-3.2) — 319KB
• ny20061505x1_ex5-1.htm (EX-5.1) — 15KB
• ny20061505x1_ex5-1img01.jpg (GRAPHIC) — 13KB
• 0001140361-25-046408.txt ( ) — 770KB
• brlt-20251222.xsd (EX-101.SCH) — 4KB
• brlt-20251222_lab.xml (EX-101.LAB) — 23KB
• brlt-20251222_pre.xml (EX-101.PRE) — 17KB
• ny20061505x1_8k_htm.xml (XML) — 4KB

03

Item 3.03 Material Modification to Rights of Security Holders. On December 22, 2025, Brilliant Earth Group, Inc. (the "Company") filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the "Reincorporation") became effective on December 22, 2025, at 4:01 p.m. Eastern Time (the "Effective Time"). At the Effective Time: the Company's state of incorporation changed from the State of Delaware to the State of Nevada and the affairs of the Company ceased to be governed by the laws of the State of Delaware, the Company's existing amended and restated certificate of incorporation and the Company's amended and restated bylaws, and instead became governed by the laws of the State of Nevada, the articles of incorporation filed with the Secretary of State of the State of Nevada (the "Nevada Charter") and the bylaws approved by the Company's board of directors (the "Nevada Bylaws"). The Reincorporation did not result in any change in the business, jobs, management, properties, location of any of the Company's offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Reincorporation). The Reincorporation did not adversely affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation. At the Effective Time, (i) each outstanding share of Class A common stock, par value $0.0001 per share, of the Delaware corporation (the "Delaware Corporation Class A Common Stock") automatically converted into one outstanding share of Class A common stock, par value $0.0001 per share, of the Nevada corporation (the

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

01

Item 8.01. Other Events A legal opinion of Greenberg Traurig, LLP is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Company's Registration Statements on Form S-8 (File Nos. 333-259736, 333-266807, 333-270725, 333-278351 and 333-285801), filed with the Securities and Exchange Commission on September 23, 2021, August 12, 2022, March 21, 2023, March 28, 2024 and March 13, 2025, respectively.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Plan of Conversion 3.1 Articles of Incorporation of Brilliant Earth Group, Inc. 3.2 Bylaws of Brilliant Earth Group, Inc. 5.1 Opinion of Greenberg Traurig, LLP 104 Cover Page Interactive Data File, formatted in inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRILLIANT EARTH GROUP, INC. Date: December 22, 2025 By: /s/ Alex Grab Alex Grab General Counsel & Corporate Secretary

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View this 8-K filing on SEC EDGAR