Brilliant Earth Group Inc-A 2025年度报告

SECURITIES AND EXCHANGE COMMISSION (Mark One) ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number 001-40836 Brilliant Earth Group, Inc. (Exact name of registrant as specified in its charter) 87-1015499 (800) 691-0952(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNo☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNo☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatement that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the registrant's Class A common stock held by non-affiliates was $19.3 million based on the closing price as ofJune 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, as reported on the Nasdaq Global Marketon such date. As of March 13, 2026, there were 16,162,992 shares of the registrant's Class A common stock, $0.0001 par value per share, outstanding,35,822,342 shares of the registrant’s Class B common stock, $0.0001 par value per share, outstanding, 49,119,976 shares of the registrant’sClass C common stock, $0.0001 par value per share, outstanding and no shares of the registrant’s Class D common stock, $0.0001 per share,outstanding.DOCUMENTS INCORPORATED BY REFERENCE: Specifically identified portions of the registrant’s definitive proxy statement for the 2026 annual meeting of stockholders, which will be filedno later than 120 days after the end of the registrant’s fiscal year ended December 31, 2025, are incorporated by reference into Part III of thisAnnual Report on Form 10-K. Table of Contents Part I8Item 1. Business8Item 1A. Risk Factors20Item 1B. Unresolved Staff Comments61Item 1C. Cybersecurity61Item 2. Properties63Item 3. Legal Proceedings64Item 4. Mine Safety Disclosures64Part II65Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities65Item 6. [Reserved]66Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations67Item 7A. Quantitative and Qualitative Disclosures About Market Risk82Item 8. Financial Statements and Supplementary Data83Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure115Item 9A. Controls and Procedures115Item 9B. Other Information116Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections117Part III118Item 10. Directors, Executive Officers and Corporate Governance118Item 11. Executive Compensation118Item 12. Security Ownership of Certain Beneficia