Form 8-K - Current report

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 26, 2024

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


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2024, the Board of Directors (the “Board”) of Brilliant Earth Group, Inc. (the “Company”) appointed Sharon Dziesietnik to the role of Chief Operations Officer and as principal operating officer of the Company, with such appointment becoming effective as of August 25, 2024 (the “Effective Date”).

Ms. Dziesietnik, 39, has served as the Company’s Senior Vice President, Customer Operations since September 2021. Ms. Dziesietnik joined Brilliant Earth, LLC (“BE LLC”) in 2012 and held several management positions with BE LLC, including serving as BE LLC’s Vice President of Customer Operations from March 2017 until March 2020 and as Senior Vice President of Customer Operations from March 2020 to September 2021. Prior to joining BE LLC, Ms. Dziesietnik held various management roles at Naehas, Inc., a provider of marketing automation and compliance solutions. Ms. Dziesietnik received a BSc in Business Administration from Boston University and an MBA from Tulane University.

There are no arrangements or understandings between Ms. Dziesietnik and any other person pursuant to which Ms. Dziesietnik was appointed as Chief Operations Officer. There are no family relationships that exist between Ms. Dziesietnik and any director or executive officer of the Company, and Ms. Dziesietnik has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Ms. Dziesietnik’s appointment, the Compensation Committee of the Board increased Ms. Dziesietnik’s annual base salary to $420,000 and her target annual bonus opportunity to $200,000, in each case effective as of August 25, 2024. The increased base salary and target annual bonus opportunity were memorialized in an employment agreement entered into as of August 25, 2024. The employment agreement also provides for Ms. Dziesietnik’s eligibility to participate in the health and welfare benefit plans and programs maintained by the Company.

Ms. Dziesietnik entered into the Company’s standard indemnification agreement for directors and officers, in the form previously approved by the Board of Directors.


Item 7.01			Regulation FD Disclosure.

On August 26, 2024, the Company issued a press release announcing the appointment of Ms. Dziesietnik as Chief Operations Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description

99.1						Press Release of Brilliant Earth Group, Inc., dated August 26 , 202 4
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 26, 2024

By:

/s/ Alex Grab

Name:

Alex Grab

Title:

General Counsel

Brilliant Earth Promotes Two Key Executives to C-Level Roles August 26, 2024 at 9:00 AM EDT Pamela Catlett named Chief Brand Officer and Sharon Dziesietnik named Chief Operations Officer SAN FRANCISCO, Aug. 26, 2024 (GLOBE NEWSWIRE) -- Brilliant Earth Group, Inc. (“Brilliant Earth” or the “Company”) (Nasdaq: BRLT), an innovative, global leader in ethically sourced fine jewelry, today announced the promotions of two key members of its executive team, Pamela Catlett to Chief Brand Officer and Sharon Dziesietnik to Chief Operations Officer. These appointments underscore the Company’s focus on continuing to drive long-term growth and build operational excellence. “I am proud to announce the promotions of Pam and Sharon, who are integral parts of our organization,” said Beth Gerstein, CEO and Co-Founder of Brilliant Earth. “During their tenures, we have made significant strides in advancing operational excellence and have witnessed strong brand growth. Their contributions and leadership are pivotal to our continued success, and I look forward to their continuing work to further our mission of transforming the jewelry industry.” As Chief Brand Officer, Catlett oversees all aspects of Brilliant Earth’s brand strategy across every consumer touchpoint, including retail expansion strategy, evolving the Company’s omnichannel experience and expanding Brilliant Earth’s reach as the premier global fine jewelry brand. Catlett joined Brilliant Earth in 2023. Her extensive experience includes roles as President and COO of Outdoor Voices, Global Head of Women’s and Youth at Under Armour, and multiple positions at Nike including Vice President and General Manager of Nike’s North American Women’s business and as its Vice President of Investor Relations. In addition to her corporate roles, Catlett has advised numerous founders and CEOs through her prior consultancy practice on topics ranging from designing growth and brand strategies to team development and executive leadership. As Chief Operations Officer, Sharon Dziesietnik oversees the Company’s overall operations, including its end-to-end supply chain from sourcing through distribution, and its showrooms. Dziesietnik joined Brilliant Earth in 2012 and has held numerous roles of increasing responsibility, most recently as Senior Vice President, Customer Operations. Under her leadership, the Brilliant Earth sales team has grown to over 400 jewelry experts serving almost 40 showrooms nationwide. Dziesietnik has also been responsible for developing and implementing Brilliant Earth’s operational strategy with increasingly sophisticated processes and systems, utilizing the Company’s agile supply chain, asset-light model, and industry-leading technology. In her new role, Dziesietnik will continue to drive the Company’s expansion and operational scale. About Brilliant Earth Brilliant Earth is a digitally native, omnichannel fine jewelry company and a global leader in ethically sourced fine jewelry. With 2023 full-year revenue of $446 million and 12 consecutive quarters of positive adjusted EBITDA since its initial public offering in 2021, the Company’s mission since its 2005 founding has been to create a more transparent, sustainable, and compassionate jewelry industry. Headquartered in San Francisco, CA and Denver, CO, Brilliant Earth has more than 35 showrooms across the United States and has served customers in over 50 countries worldwide. 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, including statements regarding our Chief Operations Officer promotion. In some cases, you can identify forward-looking statements by terms, such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “evolve,” “expect,” “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: our rapid growth in recent years and limited operating experience at our current scale of operations; our ability to manage growth effectively; our dependence on highly skilled personnel to grow and operate our business; our ability to hire, retain, and motivate our personnel; and the other risks, uncertainties and the factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which filing is available at www.sec.gov, and in out other filings with the Securities and Exchange Commission. 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: Investor Relations: investorrelations@brilliantearth.com Media Contact: Marisa Ochoa marisa.ochoa@brilliantearth.com EXHIBIT 99.1

Document and Entity Information Document	Aug. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 26, 2024
Entity Registrant Name	Brilliant Earth Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40836
Entity Tax Identification Number	87-1015499
Entity Address, Address Line One	300 Grant Avenue, Third Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94108
City Area Code	800
Local Phone Number	691-0952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	BRLT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001866757
Amendment Flag	false