UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
BRILLIANT EARTH GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-40836
(State or Other Jurisdiction of Incorporation) (Commission File Number)
300 Grant Avenue, Third Floor, San Francisco, CA 94108
(Address of Principal Executive Offices) (Zip Code)
(800) 691-0952, Alex Grab, General Counsel
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed:
☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023
☐ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended
Section 1 – Conflict Minerals Disclosure
Items 1.01 and 1.02 Conflict Minerals Disclosure and Report, Exhibit
A copy of the Conflict Minerals Report for Brilliant Earth Group, Inc. (the “Company” or “Brilliant Earth”) for the reporting period January 1, 2023 to December 31, 2023 is filed as Exhibit 1.01 hereto and is publicly available at https://investors.brilliantearth.com/financial-information/sec-filings.
The references herein to the Company’s website are provided for convenience only, and its contents are not incorporated by reference into this Form SD nor deemed filed with the U.S. Securities and Exchange Commission.
Section 2 – Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable.
Section 3 – Exhibits
Item 3.01 Exhibits
Exhibit 1.01 – Conflict Minerals Report for the reporting period January 1, 2023 to December 31, 2023.
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 duly authorized undersigned.
Brilliant Earth Group, Inc.
By /s/ Alex Grab May 31, 2024
Alex Grab
General Counsel
Exhibit 1.01
Brilliant Earth Group, Inc.
Conflict Minerals Report
This Conflict Minerals Report (“Report”) is submitted by Brilliant Earth Group, Inc. (the “Company” or “Brilliant Earth”) for the reporting period January 1, 2023 to December 31, 2023, pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”).
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which certain minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals are gold, tantalum, tin, and tungsten (“Conflict Minerals”). The Company sources gold, tantalum, and tungsten, but does not source tin. The Rule requires certain disclosures regarding the processes and procedures for determining whether any Conflict Minerals used in the manufacturing or production of our products are sourced from “Covered Countries.” The “Covered Countries” for the purposes of the Rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.
The Company
Brilliant Earth is an innovative, digitally native omnichannel jewelry company, and a global leader in ethically sourced fine jewelry. The Company offers exclusive designs with superior craftsmanship and supply chain transparency, delivered to customers through a highly personalized omnichannel experience.
The Company is a member of the Responsible Minerals Initiative (“RMI”), a widely utilized resource for companies addressing the responsible sourcing of minerals in their supply chains. In addition to its membership in RMI, the Company has adopted a policy (the “Recycled Metals Policy”) that requires suppliers that source precious metals for the Company’s products to source certified 100% recycled precious metals, subject to certain exceptions. Product exceptions for recycled content include machine-pulled chains, and components and findings (such as peg heads, posts, clasps, and tennis bracelet mountings). For these exceptions, suppliers are required to source certified responsible precious metals.
Since 2019, the Company has required that suppliers acknowledge its Recycled Metals Policy as part of its supplier onboarding process. On a quarterly basis, the Company monitors suppliers’ compliance with its Recycled Metals Policy, and, on an annual basis, an independent third-party audits and reports to the Company on the percentage of gold used in Company products that is recycled. For the year ended December 31, 2023, that percentage was 96%.
In 2019, the Company adopted a supplier code of conduct (the “Supplier Code of Conduct”) that requires, among other things, that suppliers adhere to all standards outlined in Annex II, Model Supply Chain Policy for a Responsible Global Supply Chain of Minerals from Conflict-Affected and High-Risk Areas; fully cooperate with any audit; not withhold or misrepresent any information provided to Brilliant Earth or its designated third party auditor; and grant unfettered access to the supplier’s facilities, books and records, and employees for the purpose of interviewing them. The Company requires that suppliers certify their compliance with the Company’s Supplier Code of Conduct as a condition of entering into the contract and whenever the code is revised. The Company’s Supplier Code of Conduct can be found at https://www.brilliantearth.com/supplier-code-of-conduct/.
Compliance Overview
To enable its commitment to ethically and responsibly sourced gold, tantalum, and tungsten, the Company has adopted the following practices:
•Collaborating with the Company’s direct suppliers to confirm potential sources of gold, tantalum, and tungsten prior to or as part of entering into agreements with the suppliers;
•Communicating with the Company’s direct suppliers regarding the Company’s reporting obligations and the need for full and accurate information;
•Embedding the Company’s expectations of its suppliers and its requirements regarding the sourcing gold, tantalum, and tungsten into its agreements with suppliers and requiring adherence to the Recycled Metals Policy as part of the Supplier Code of Conduct;
•Implementing and requiring adherence to the Supplier Code of Conduct, which requires suppliers to adhere to standards outlined in Annex II, Model Supply Chain Policy for a Responsible Global Supply Chain of Minerals from Conflict- Affected and High-Risk Areas; and
•Ongoing evaluation of the Company’s suppliers’ compliance with the Recycled Metals Policy and the Supplier Code of Conduct.
The Supplier Code of Conduct is available on the Company’s website at https://www.brilliantearth.com/supplier-code-of-conduct/.
Reasonable Country of Origin Inquiry and Due Diligence
Many of the Company’s products (the “Products”) contain certain Conflict Minerals, specifically gold, tantalum, or tungsten, that are necessary to those Products’ functionality or production. In addition to the quarterly reviews and annual audits mentioned above, the Company conducted a good faith reasonable country of origin inquiry regarding the source of gold, tantalum, and tungsten in the Products. The Company does not source any tin.
As part of its good faith reasonable country of origin inquiry, the Company contacted all of its tier-1 suppliers of the Products (or their relevant components or materials). The Company sent each an industry-standard Conflict Minerals Reporting Template created by RMI (the “CMRT”) to complete. The CMRT included a series of questions seeking information relating to the use and country of origin of any Conflict Minerals. The Company received responses from all suppliers contacted, evaluated all the responses, and conducted additional follow-up with suppliers when necessary.
The Company conducted additional due diligence by reviewing and evaluating the documentation pursuant to its supply chain policies and suppliers’ certifications, including pursuant to the Company’s Recycled Metals Policy. The Company’s due diligence measures have been designed to conform, in all material respects, with the framework outlined in the Organisation for Economic Co-operation and Development’s 2016 Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related Supplements. It should be noted, however, that due to the Company’s downstream position in the supply chain, there are limitations on the information or visibility available to the Company into the inner workings of the smelters and refiners (“SORs”) processing gold, tantalum, or tungsten found in the Company's Products.
Determination
Based on its good faith reasonable country of origin inquiry and due diligence process, the Company has determined that 10 of the 12 SORs identified by its suppliers were RMI-Conformant or Fairmined Standard-certified, and that the two refiners that are not RMI-Conformant or Fairmined Standard-Certified did not source gold for the Company’s products from any Covered Countries. RMI-Conformant means that the refiners or smelters have successfully completed an assessment against RMI’s Responsible Minerals Assurance Process standard, an internationally accepted audit standards to determine which smelters or refiners are considered “Conflict Free.” The Fairmined Standard is an initiative that certifies gold of responsible origin in an effort to ensure that it is a traceable gold, while creating opportunities for artisanal and small-scale mining communities, improving working conditions, promoting responsible environmental management, and contributing to the well-being of mining families and communities. Eleven of the 12 SORs indicated that any gold, tantalum, or tungsten used in the Products were from recycled or scrap sources or did not originate from a Covered Country. One refiner, which is responsible for less than an estimated 0.04% of the gold used to manufacture the Company’s Products, confirmed that it is RMI-Conformant; however, it was unable to determine whether some amount of gold used in the Products was sourced in whole or in part from the Covered Countries.
Based on the processes described above, the Company has determined that the majority of the gold and all of the tantalum and tungsten in the Company’s Products were either from recycled or scrap sources, or that the Company had no reason to believe that such gold and all tantalum and tungsten in the Products may have originated from a Covered Country. The Company is unable to determine that there is no reason to believe that any gold in its Products may have originated in any of the Covered Countries. As described above, however, the Company has been informed by its suppliers that 10 of the 12 SORs that sourced gold, tantalum, or tungsten used in the Products are RMI-Conformant or Fairmined Standard-certified and that the two SORs that are not RMI-Conformant or Fairmined Standard-certified did not source any gold, tantalum, or tungsten used in the Company’s products from a Covered Country.
Management Systems
The Company has been at the forefront of responsible sourcing in the jewelry industry. As discussed above, in addition to being member of RMI, the Company has adopted a Supplier Code of Conduct and a Recycled Metals Policy, and dedicates substantial resources to managing its supply chain. The Company’s Vice President, Responsible Sourcing & Sustainability (“VP, RS&S”), who reports to the Company’s General Counsel, leads annual reviews of the Company’s supply chain for, among other things, compliance with the Supplier Code of Conduct, use of recycled precious metals, and Conflict Minerals reporting. The VP, RS&S regularly reports on the results of these reviews to the Company’s Chief Executive Officer, General Counsel, Senior Vice President of Operations, and Director of Product Vendor Management.
Because the Company does not have a direct relationship with smelters or refiners, the Company has focused its efforts in engaging its direct suppliers in a process designed to bring transparency to its supply chain by obtaining information from them and having them and their suppliers obtain information from their respective upstream suppliers as to the facilities used to process the gold, tantalum, and tungsten used in the production of or contained in the Products. Through this ongoing process, the Company continues to both inform and educate its suppliers about its policies and practices, while aggregating and analyzing the information it obtains.
The Company’s strives to work with its suppliers to obtain complete, accurate, and reliable information as to all of the upstream participants in its supply chain. The Company encourages its suppliers to participate in and to deal exclusively with other suppliers who participate in industry-recognized audit and certification programs. Brilliant Earth’s controls in this regard include the Company’s Supplier Code of Conduct, Recycled Metals Policy, related supply chain policies, and contracts. The Company has also identified key points of contact at all of its key suppliers, and continues a dialogue with them concerning the Company’s informational needs, policies, and procedures. The Company has also established reporting process whereby employees and suppliers can report suspected violations of its policies.
These policies, processes, and controls contribute to the Company’s leadership in transparency and responsible sourcing in the jewelry industry.
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