Mainsail Gp III, LLC and 4 Others Transfers Shares of Brilliant Earth Group Inc (BRLT) — SEC Form 4, Aug 26, 2026

SEC Form 4 · No Market Transaction
Other Transaction

Non-market transaction reported.

Reporting Owners

+ 2 more

TXN 2026-08-24 · FILED 2026-08-26
Equity Position 31.8M sh 31,832,057 → 31,848,071
Equity Change +0.1% shares held after vs before
Filing Lag 2 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2026-08-26
Report Date
2026-08-26
Accession No.
0001193125-26-368530
Accepted At
2026-08-26 20:15 UTC
Reporting Owners
Name Relationship
Mainsail Gp III, LLC CIK 0001883360
10% Owner
Mainsail Partners III, L.P. CIK 0001543760
10% Owner
Mainsail Co-Investors III, L.P. CIK 0001570211
10% Owner
Mainsail Incentive Program, LLC CIK 0001883293
10% Owner
Mainsail Management Company, LLC CIK 0001883367
10% Owner
Mainsail Gp III, LLC at Brilliant Earth Group Inc Full insider history
Bought (12 mo) —
Sold (12 mo) $64,350
More from this insider at Brilliant Earth Group Inc
2026-08-12 Sell -$64,350 View
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2021-09-28 - — View
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Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Class B Common StockF1F1F1F2F2F3 2026-08-24 J - Other 16,014 A — 31,848,071 Indirect See footnotes
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
LLC UnitsF4F1F1F1F4F4F1F2F2F3 2026-08-24 J - Other 16,014 A 16,014 Class A Common Stock Indirect See footnotes
Footnotes (4)
F1
The 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. Show more
F2
Consists 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. Show more
F3
Mainsail 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. Show more
F4
LLC 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. Show more
5%+ Holders · 13D/G 2 filers
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