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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
____________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2025
Brilliant Earth Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-40836
87-1015499
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 Grant Avenue, Third Floor,
San Francisco, CA
94108
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (800) 691-0952

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.0001 par value per share BRLT The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On August 4, 2025, Brilliant Earth, LLC prepaid all amounts outstanding, including principal.





Item 1.02. Termination of a Material Definitive Agreement.

interest and fees (approximately, $35.1 million) under the term loan facility of the Credit Agreement (the “Credit Agreement”), dated as of May 24, 2022 as amended through the date hereof, by and among Brilliant Earth, LLC and, the several banks and other financial institutions or entities from time to time party to the Credit Agreement, and Silicon Valley Bank, A Division of First-Citizens Bank & Trust Company, as the Issuing Lender and the Swingline Lender and as administrative agent and collateral agent for the Lenders and terminated all commitments outstanding under the Credit Agreement. The Credit Agreement provided Brilliant Earth, LLC with the ability to borrow up to $105,000,000 consisting of the term loan facility in an aggregate principal amount of $65,000,000 and a revolving loan facility in an aggregate principal amount of up to $40,000,000. As of August 4, 2025, there were no amounts outstanding under the revolving loan facility of the Credit Agreement.

Absent termination, any borrowings under the Credit Agreement would have matured and been payable on May 24, 2027. Brilliant Earth, LLC’s borrowings under the Credit Agreement bore interest, at its option, based on either a base rate or a SOFR rate, plus an applicable margin.

Item 2.02 Results of Operations and Financial Condition.
On August 7, 2025, Brilliant Earth Group, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under this Item 2.02, including the press release attached as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 8.01 Other Events.

The Company also announced today that its Board of Directors has declared a one-time cash dividend and distribution of $0.25 per share to holders of its Class A Common Stock and holders of common units of Brilliant Earth, LLC, respectively. The distribution from Brilliant Earth, LLC will total approximately $25.3 million, of which a pro rata portion will be used by the Company to fund the dividend. Payment of the dividend will be made on September 8, 2025 to holders of record of the Company’s Class A Common Stock as of the close of business on August 22, 2025.

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the Company’s Board of Directors, subject to the requirements of applicable law, compliance with contractual restrictions, and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends, and other factors that our Board of Directors may deem relevant. 

Forward-Looking Statements
This Current Report in Form 8-K contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, our plans to pay a cash dividend, and statements about the future declarations of dividends, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, such as "ahead," “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “evolve,” “expect,” "future," “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “strategy,” “target,” “will,” or “would,” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. You should not rely upon forward-looking statements as predictions of future events. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.



These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to: fluctuations in the pricing and supply of diamonds, other gemstones, and precious metals, particularly responsibly sourced natural and lab-grown diamonds and repurposed precious metals such as gold; an overall decline in the health of the economy and other factors impacting consumer spending, such as recessionary or inflationary conditions, governmental instability, the impact of any changes in trade policy, including the imposition of new or increased tariffs on goods imported into the United States and any resulting retaliatory trade actions by other governments, war and fears of war, and natural disasters; if we fail to cost-effectively turn existing customers into repeat customers or acquire new customers; our rapid growth in recent years and limited operating experience at our current scale of operations; our ability to manage growth effectively; increased lead times, supply shortages, and supply changes; our expansion plans in the United States; our ability to compete in the fine jewelry retail industry; our ability to maintain and enhance our brand and to engage or expand our base of customers; our ability to effectively develop and expand our sales and marketing capabilities and increase our customer base and achieve broader market acceptance of our e-commerce and omnichannel approach to shopping for fine jewelry; our profitability and cash flow being negatively affected if we are not successful in managing our inventory balances and inventory shrinkage; a decline in sales of Design Your Own rings; our heavy reliance on our information technology systems, as well as those of our third-party vendors and service providers, for our business to effectively operate and to safeguard confidential information and risks related to any significant failure, inadequacy or interruption of these systems, security breaches or loss of data; the impact of environmental, social, and governance matters on our business and reputation; our ability to manage risks related to our e-commerce and omnichannel business; our ability to effectively anticipate and respond to changes in consumer preferences and shopping patterns; and introduce new products and programs that appeal to new or existing customers; our dependence on distributions from Brilliant Earth, LLC, our principal asset, to pay our taxes and expenses, including payments under the Tax Receivable Agreement; risks related to our obligations to make substantial cash payments under the Tax Receivable Agreement and risks related to our organizational structure; and the other risks, uncertainties and the factors described in the section titled “Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025 and is available at www.sec.gov. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 
Exhibit No.    Description
99.1   




SIGNATURE
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: August 7, 2025
    By: /s/ Jeffrey Kuo
    Jeffrey Kuo
    Chief Financial Officer



EX-99.1 2 brlt-2q25earningsrelease.htm EX-99.1 Document

Brilliant Earth Reports Strong Q2 Exceeding High End of Net Sales and Profitability Guidance; Announces One-Time Dividend and Distribution
Delivered Y/Y Net Sales Growth of 3.3%
Drove 18% Y/Y Growth in Total Orders
Raises Annual Net Sales Guidance
Announces $0.25 per Share One-Time Dividend and Distribution

SAN FRANCISCO, Calif. – August 7, 2025 (GLOBE NEWSWIRE) – Brilliant Earth Group, Inc. (“Brilliant Earth” or the “Company”) (Nasdaq: BRLT), an innovative, global leader in ethically sourced fine jewelry, today announced financial results for the three and six months ended June 30, 2025.
Second Quarter 2025 Highlights (quarterly period ended June 30, 2025):
•Delivered Second Quarter Net Sales of $108.9 million, a 3% year-over-year growth, exceeding the Company's guidance range
◦Total orders grew year-over-year by 18%
◦Achieved high-single-digit year-over-year unit growth in both engagement rings and wedding and anniversary bands
◦Drove 38% year-over-year fine jewelry bookings growth in Q2
•Achieved Gross Margin of 58.3% in the second quarter, consistent with the Company's medium-term target
•Drove Q2 profitability that exceeded the Company's Adjusted EBITDA guidance range:
◦GAAP Net loss was $1.1 million for the second quarter 2025; and
◦Adjusted EBITDA was $3.2 million for the second quarter 2025
•Expanded retail showroom portfolio to 42 with the opening of the Company's second Atlanta metro area location in Alpharetta
•Ended the quarter with $98.8 million in net cash, representing 5% growth year-over-year
•Paid off outstanding term loan balance of $34.8M as of August 4th leaving the Company with zero debt

Dividend and Distribution

The Company also announced today that its Board of Directors has declared a one-time cash dividend and distribution of $0.25 per share to holders of its Class A Common Stock and holders of common units of Brilliant Earth, LLC, respectively. The distribution from Brilliant Earth, LLC will total approximately $25.3 million, of which a pro rata portion will be used by the Company to fund the dividend. Payment of the dividend will be made on September 8, 2025 to holders of record of the Company’s Class A Common Stock as of the close of business on August 22, 2025.

Payoff of Debt Facility

The Company has also paid off the remaining $34.8M of its term loan and terminated its debt facility as of August 4, 2025.

"We're thrilled with our second quarter results where we outperformed the industry, gaining share and validating our ongoing long-term strategic vision of building the premier jewelry brand for today’s consumer. This quarter represents our strongest year-over-year topline growth in a year and a half, significantly exceeding both Net Sales and Adjusted EBITDA expectations and our guidance," said Beth Gerstein, Co-Founder and Chief Executive Officer of Brilliant Earth. "We drove high-single digit year-over-year growth in both engagement rings and wedding and anniversary bands units, grew fine jewelry bookings 38% year-over-year, accelerated brand momentum with cultural icons like Beyoncé, and drove impressive marketing leverage. While the macro environment, including recently announced tariffs, continues to evolve, we believe we are well-positioned to navigate these changes with our geographically diversified supply chain and data-driven business model. Our announcement of a one-time dividend and distribution reflects our commitment to providing shareholder returns, our strong balance sheet, and our ability to continue generating cash while also investing in our strategic, long-term growth initiatives."



1



Second Quarter Results
Q2 2025 Q2 2024 % Change*
Total Orders 52,535 44,404 18.3%
AOV $ 2,074 $ 2,374 (12.6)%
($ in millions, except per share amounts)
Net Sales $ 108.9 $ 105.4 3.3%
Gross Profit $ 63.5 $ 64.1 (0.9)%
Gross Margin 58.3% 60.8% (250)bps
Net (loss) income allocable to Brilliant Earth Group, Inc. (1)
$ (0.2) $ 0.2 (200.0)%
Net (loss) income, as reported $ (1.1) $ 1.4 (180.9)%
Net (loss) income margin (1.0)% 1.3% (230)bps
Adjusted net income (3)
$ 1.1 $ 3.2 (65.6)%
GAAP Diluted EPS (2)
$ (0.01) $ 0.01 (200.0)%
Adjusted Diluted EPS (3)
$ 0.01 $ 0.03 (66.7)%
Adjusted EBITDA (3)
$ 3.2 $ 5.5 (41.9)%
Adjusted EBITDA margin (3)
2.9% 5.2% (230)bps
*Percentage changes may not recalculate due to rounding
(1)    Represents net (loss) income allocable to Brilliant Earth Group, Inc. during the three months ended June 30, 2025 and 2024.
(2)    Represents GAAP Diluted EPS during the three months ended June 30, 2025 and 2024.
(3)    Adjusted net (loss) income, Adjusted Diluted EPS, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See "Disclosure Regarding Non-GAAP Financial Measures and Key Metrics" for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.

Six Month Results
YTD June 2025 YTD June 2024 % Change*
Total Orders 98,070 84,929 15.5%
AOV $ 2,068 $ 2,387 (13.4)%
($ in millions, except per share amounts)
Net Sales $ 202.8 $ 202.8 —%
Gross Profit $ 118.5 $ 122.4 (3.2)%
Gross Margin 58.4% 60.4% (200)bps
Net (loss) income allocable to Brilliant Earth Group, Inc. (1)
$ (0.6) $ 0.3 (300.0)%
Net (loss) income, as reported $ (4.4) $ 2.4 (279.4)%
Net (loss) income margin (2.2)% 1.2% (340)bps
Adjusted net income (3)
$ 0.7 $ 6.1 (88.5)%
GAAP Diluted EPS (2)
$ (0.04) $ 0.02 (300.0)%
Adjusted Diluted EPS (3)
$ 0.01 $ 0.06 (83.3)%
Adjusted EBITDA (3)
$ 4.3 $ 10.6 (59.7)%
Adjusted EBITDA margin (3)
2.1% 5.2% (310)bps
*Percentage changes may not recalculate due to rounding
(1)    Represents net (loss) income allocable to Brilliant Earth Group, Inc. during the six months ended June 30, 2025 and 2024.
(2)    Represents GAAP Diluted EPS during the six months ended June 30, 2025 and 2024.
(3)    Adjusted net (loss) income, Adjusted Diluted EPS, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See "Disclosure Regarding Non-GAAP Financial Measures and Key Metrics" for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
2



2025 Outlook

Third Quarter
Net Sales +8% to 10% Year-Over-Year
Adjusted EBITDA $3M to $4.5M
Full Year
Net Sales +2.5% to 4% Year-Over-Year
Adjusted EBITDA 3% to 4% Margin
Outlook reflects metal prices and tariffs as of August 5, 2025, and does not reflect the impacts, if any, from subsequent tariff announcements, metal price fluctuations, or related changes to the consumer environment.

Webcast and Conference Call Information-update links
Brilliant Earth will host a conference call and webcast to discuss second quarter 2025 results and business outlook today, August 7, 2025, at 8:30 a.m. ET/5:30 a.m. PT. The webcast and accompanying slide presentation can be accessed at https://investors.brilliantearth.com. The conference call can be accessed by using the following link: https://register-conf.media-server.com/register/BI341f45c2342c4f27b1b4ef00dc8bc345. After registering, an email will be sent including dial-in details and a unique conference call pin required to join the live call. A replay of the webcast will remain available on the website after the live webcast concludes.

About Brilliant Earth 
Brilliant Earth is an industry-disrupting global leader in ethically sourced fine jewelry. The Company's mission since its founding in 2005 has been to create a more transparent, sustainable, and compassionate jewelry industry. With a premium brand, curated proprietary product assortment, seamless omnichannel shopping experience, and asset-light, data driven business model, Brilliant Earth is transforming the jewelry industry. 2024 full year Net Sales were $422 million and the Company has reported positive Adjusted EBITDA for 16 consecutive quarters since going public in 2021. Headquartered in San Francisco, CA and Denver, CO, Brilliant Earth has 42 showrooms and counting across the United States and has served customers in over 50 countries worldwide. 

Disclosure Regarding Non-GAAP Financial Measures and Key Metrics

In addition to the financial measures presented in this release in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), the Company has included certain non-GAAP financial measures in this release, including Adjusted EBITDA, Adjusted Net (loss) income, Adjusted Diluted EPS and Adjusted EBITDA margin. These non-GAAP financial measures provide users of our financial information with useful information in evaluating our operating performance and exclude certain items from net income that may vary substantially in frequency and magnitude from period to period.

We define EBITDA as net (loss) income before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as net (loss) income excluding interest expense, income taxes, depreciation expense, amortization of cloud-based software implementation costs, showroom pre-opening expense, equity-based compensation expense, certain non-operating expenses and income, and other unusual and/or infrequent costs, which that we do not consider in our evaluation of ongoing performance of our core operations. We define Adjusted EBITDA margin as Adjusted EBITDA calculated as a percentage of net sales. We believe that Adjusted EBITDA and Adjusted EBITDA margin, which eliminate the impact of certain expenses that we do not believe reflect our underlying business performance, provide useful information to investors to assess the performance of our business.

We define Adjusted Net (loss) income as net (loss) income adjusted for the impact of certain additional non-cash and other items that we do not consider in our evaluation of ongoing performance of our core operations. These items include showroom pre-opening expense, equity-based compensation expense, costs to fund the Brilliant Earth Foundation and transaction costs and other expenses. We define Adjusted Diluted Earnings Per Share as Adjusted Net (loss) income, divided by the diluted weighted average shares of common stock outstanding. The diluted weighted average shares of common stock outstanding is derived from the historical diluted weighted average shares of common stock assuming such shares were outstanding for the entirety of the period presented.
3


We believe Adjusted Net (loss) income and Adjusted Diluted Earnings Per Share, which eliminate the impact of certain expenses that we do not believe reflect our underlying business performance, provide useful information to investors to assess the performance of our business.

Please refer to “GAAP to Non-GAAP Reconciliations” located in the financial supplement in this release for a reconciliation of GAAP to non-GAAP financial information.

This release includes forward-looking guidance for certain non-GAAP financial measures, including Adjusted EBITDA. These measures will differ from net (loss) income, determined in accordance with GAAP, in ways similar to those described in the reconciliations at the end of this release. We are not able to provide, without unreasonable effort, guidance for net income, determined in accordance with GAAP, or a reconciliation of guidance for Adjusted EBITDA to the most directly comparable GAAP measure because the Company is not able to predict with reasonable certainty the amount or nature of all items that will be included in net income.

This press release also contains certain key business metrics which are used to evaluate our business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. We define net cash as cash and cash equivalents less the total principal balance of our outstanding debt. We define Bookings for each period as the dollar value of confirmed orders as of the date of order placement. We believe Bookings, which represent a measure of gross sales and potential future Net Sales, provide useful information to investors to assess the performance of our business. We define total orders as the total number of customer orders delivered less total orders returned in a given period (excluding those repair, resize, and other orders which have no revenue). We view total orders as a key indicator of the velocity of our business and an indication of the desirability of our products to our customers. Total orders, together with AOV, is an indicator of the net sales we expect to recognize in a given period. Total orders may fluctuate based on the number of visitors to our website and showrooms, and our ability to convert these visitors to customers. We believe that total orders is a measure that is useful to investors and management in understanding our ongoing operations and in an analysis of ongoing operating trends. We define average order value, or AOV, as net sales in a given period divided by total orders in that period. We define average selling price, or ASP, as the total retail sales price of products sold in a given period divided by the total number of product units sold during that same period. We believe that AOV and ASP are measures that are useful to investors and management in understanding our ongoing operations and in an analysis of ongoing operating trends. AOV varies depending on the product type and number of items per order. AOV and ASP may also fluctuate as we expand into and increase our presence in additional product types and price points, and open additional showrooms.

Dividend Policy

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of the Company’s Board of Directors, subject to the requirements of applicable law, compliance with contractual restrictions, and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends, and other factors that our Board of Directors may deem relevant.
4


Forward-Looking Statements

This Press Release contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, our plans to pay a cash dividend, and statements about the future declarations of dividends, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, such as "ahead," “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “evolve,” “expect,” "future," “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “strategy,” “target,” “will,” or “would,” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. You should not rely upon forward-looking statements as predictions of future events. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including, but not limited to: fluctuations in the pricing and supply of diamonds, other gemstones, and precious metals, particularly responsibly sourced natural and lab-grown diamonds and repurposed precious metals such as gold; an overall decline in the health of the economy and other factors impacting consumer spending, such as recessionary or inflationary conditions, governmental instability, the impact of any changes in trade policy, including the imposition of new or increased tariffs on goods imported into the United States and any resulting retaliatory trade actions by other governments, war and fears of war, and natural disasters; if we fail to cost-effectively turn existing customers into repeat customers or acquire new customers; our rapid growth in recent years and limited operating experience at our current scale of operations; our ability to manage growth effectively; increased lead times, supply shortages, and supply changes; our expansion plans in the United States; our ability to compete in the fine jewelry retail industry; our ability to maintain and enhance our brand and to engage or expand our base of customers; our ability to effectively develop and expand our sales and marketing capabilities and increase our customer base and achieve broader market acceptance of our e-commerce and omnichannel approach to shopping for fine jewelry; our profitability and cash flow being negatively affected if we are not successful in managing our inventory balances and inventory shrinkage; a decline in sales of Design Your Own rings; our heavy reliance on our information technology systems, as well as those of our third-party vendors and service providers, for our business to effectively operate and to safeguard confidential information and risks related to any significant failure, inadequacy or interruption of these systems, security breaches or loss of data; the impact of environmental, social, and governance matters on our business and reputation; our ability to manage risks related to our e-commerce and omnichannel business; our ability to effectively anticipate and respond to changes in consumer preferences and shopping patterns; and introduce new products and programs that appeal to new or existing customers; our dependence on distributions from Brilliant Earth, LLC, our principal asset, to pay our taxes and expenses, including payments under the Tax Receivable Agreement; risks related to our obligations to make substantial cash payments under the Tax Receivable Agreement and risks related to our organizational structure; and the other risks, uncertainties and the factors described in the section titled “Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025 and is available at www.sec.gov. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this press release. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements contained in this press release, whether as a result of any new information, future events or otherwise.

Contacts:                          

Investors:
Colin Bourland                           
investorrelations@brilliantearth.com
5


BRILLIANT EARTH GROUP, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended
June 30,
2025 2024 2025 2024
Net sales $ 108,936  $ 105,426  $ 202,820  $ 202,763 
Cost of sales 45,432  41,349  84,274  80,380 
Gross profit 63,504  64,077  118,546  122,383 
Operating expenses:
Marketing and advertising 26,271  27,346  49,233  50,442 
General and administrative 38,446  35,599  74,049  69,932 
    Total operating expenses 64,717  62,945  123,282  120,374 
(Loss) income from operations (1,213) 1,132  (4,736) 2,009 
Interest expense (895) (1,293) (2,010) (2,507)
Other income, net 1,138  1,474  2,378  2,951 
(Loss) income before tax (970) 1,313  (4,368) 2,453 
Income tax (expense) benefit (143) 62  (12) (11)
Net (loss) income (1,113) 1,375  (4,380) 2,442 
Net (loss) income allocable to non-controlling interest (947) 1,190  (3,748) 2,118 
Net (loss) income allocable to Brilliant Earth Group, Inc. $ (166) $ 185  $ (632) $ 324 
Earnings per share:
Basic $ (0.01) $ 0.01  $ (0.04) $ 0.03 
Diluted $ (0.01) $ 0.01  $ (0.04) $ 0.02 
Weighted average shares of common stock outstanding:
Basic 14,552,477  13,182,880  14,333,268  12,959,447 
Diluted 14,552,477  98,228,854  14,333,268  98,036,916 


6


BRILLIANT EARTH GROUP, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
June 30, December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 133,615  $ 161,925 
Restricted cash 219  216 
Inventories, net 47,348  38,292 
Prepaid expenses and other current assets 10,045  10,980 
Total current assets 191,227  211,413 
Property and equipment, net 20,532  21,626 
Deferred tax assets 9,625  9,636 
Operating lease right of use assets 35,508  35,222 
Other assets 3,983  3,348 
Total assets $ 260,875  $ 281,245 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 20,754  $ 15,733 
Accrued expenses and other current liabilities 28,920  31,714 
Deferred revenue 24,123  18,926 
Current portion of operating lease liabilities 6,965  6,108 
Current portion of long-term debt 34,489  5,688 
Total current liabilities 115,251  78,169 
Long-term debt, net of debt issuance costs —  50,010 
Operating lease liabilities 35,205  35,856 
Payable pursuant to the Tax Receivable Agreement 7,737  7,828 
Total liabilities 158,193  171,863 
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2025 and December 31, 2024, respectively —  — 
Class A common stock, $0.0001 par value, 1,200,000,000 shares authorized; 15,370,958 shares issued and 14,854,393 shares outstanding at June 30, 2025; 14,125,925 shares issued and 13,843,944 shares outstanding at December 31, 2024
Class B common stock, $0.0001 par value, 150,000,000 shares authorized; 35,843,115 and 35,820,912 shares outstanding at June 30, 2025 and December 31, 2024, respectively
Class C common stock, $0.0001 par value, 150,000,000 shares authorized; 49,119,976 shares outstanding at June 30, 2025 and December 31, 2024, respectively
Class D common stock, $0.0001 par value, 150,000,000 shares authorized; none issued and outstanding at June 30, 2025 and December 31, 2024, respectively —  — 
Additional paid-in capital 12,113  11,169 
Treasury stock, at cost; 516,565 and 281,981 shares at June 30, 2025 and December 31, 2024, respectively (998) (638)
Retained earnings 4,156  4,788 
Stockholders' equity attributable to Brilliant Earth Group, Inc. 15,281  15,329 
Non-controlling interests attributable to Brilliant Earth, LLC 87,401  94,053 
Total stockholders' equity 102,682  109,382 
Total liabilities and stockholders' equity $ 260,875  $ 281,245 

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GAAP to Non-GAAP Reconciliations
(Unaudited and dollars in thousands, except per share amounts)

ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
Three Months Ended June 30, Six Months Ended
June 30,
2025 2024 2025 2024
Net (loss) income $ (1,113) $ 1,375  $ (4,380) $ 2,442 
Interest expense 895  1,293  2,010  2,507 
Income tax expense (benefit) 143  (62) 12  11 
Depreciation expense 1,544  1,302  3,032  2,505 
Amortization of cloud-based software implementation costs 204  213  366  418 
Showroom pre-opening expense 319  409  901  622 
Equity-based compensation expense 2,328  2,425  4,697  5,012 
Other income, net (1)
(1,138) (1,474) (2,378) (2,951)
Adjusted EBITDA $ 3,182  $ 5,481  $ 4,260  $ 10,566 
Net (loss) income margin (1.0) % 1.3  % (2.2) % 1.2  %
Adjusted EBITDA margin 2.9  % 5.2  % 2.1  % 5.2  %
(1)Other income, net consists primarily of interest and other miscellaneous income, partially offset by expenses such as losses on exchange rates on consumer payments.


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ADJUSTED NET (LOSS) INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE

Three Months Ended June 30, Six Months Ended
June 30,
2025 2024 2025 2024
Net (loss) income attributable to Brilliant Earth Group, Inc., as reported (1)
$ (166) $ 185  $ (632) $ 324 
Net (loss) income impact from assumed redemption of all LLC Units to common stock (2)
(947) 1,190  (3,748) 2,118 
Net (loss) income, as reported (1,113) 1,375  (4,380) 2,442 
Income tax benefit (expense) associated with conversion (3)
241  (304) 953  (541)
Tax effected net (loss) income after assumed conversion (872) 1,071  (3,427) 1,901 
Equity-based compensation expense 2,328  2,425  4,697  5,012 
Showroom pre-opening expense 319  409  901  622 
Tax impact of adjustments (673) (723) (1,424) (1,438)
Adjusted Net Income $ 1,102  $ 3,182  $ 747  $ 6,097 
Diluted weighted average of common stock assumed outstanding 14,552,477  98,228,854  14,333,268  98,036,916 
Adjustments:
  Vested LLC Units that are exchangeable for common stock(4)
84,961,455  —  84,954,564  — 
  Unvested LLC Units that are exchangeable for common stock(4)
—  —  2,859  — 
  RSUs 144,216  —  123,922  — 
Adjusted diluted weighted average of common stock assumed outstanding 99,658,148  98,228,854  99,414,613  98,036,916 
Diluted earnings per share:
As reported $ (0.01) $ 0.01  $ (0.04) $ 0.02 
As adjusted $ 0.01  $ 0.03  $ 0.01  $ 0.06 
(1)Represents net (loss) income allocable to Brilliant Earth Group, Inc. for the three and six months ended June 30, 2025 and 2024 .
(2)It is assumed that we will elect to issue common stock upon redemption of LLC Units rather than cash settle.
(3)Brilliant Earth Group, Inc. is subject to U.S. Federal income taxes, in addition to state and local taxes with respect to its allocable share of any net taxable income of Brilliant Earth, LLC. Acquisition of LLC units by Brilliant Earth Group, Inc. causes all of the taxable income currently recognized by the members of Brilliant Earth, LLC to become taxable to the Company.
(4)Assumes the exchange of all outstanding LLC units for shares of common stock, resulting in the elimination of the non-controlling interest and recognition of the net (loss) income attributable to non-controlling interest.

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