Dutch Bros (NYSE: BROS) grows to 1,225 shops and lifts profit in 2026
Rhea-AI Filing Summary
Dutch Bros Inc. reported strong growth for the quarter and six months ended June 30, 2026. Total revenues for the quarter were $550,851 thousand, and for the first half of 2026 revenues reached $1,015.3 million, a 31.7% increase over 2025. Net income for the six-month period was $75.3 million, with diluted earnings of $0.41 per share.
Systemwide same shop sales rose 5.8% for the quarter and 6.9% year-to-date, while company-operated same shop sales increased 8.3% and 9.3%, respectively. The shop base expanded to 1,225 locations in 25 states, including 888 company-operated and 337 franchised shops. Operating cash flow for the first half of 2026 was $196,933 thousand, supporting continued capital spending and expansion.
As of June 30, 2026, Dutch Bros held cash and cash equivalents of $268,624 thousand, with term loan and revolving borrowings totaling $200,511 thousand. The company also maintained a Tax Receivable Agreements liability of $972,950 thousand and continued to use an interest rate swap to hedge a portion of its term loan exposure.
Positive
- 31.7% year-over-year revenue growth to $1,015.3 million for the first half of 2026, driven by a 17.4% increase in total shops and strong company-operated same shop sales growth of 9.3%.
Negative
- Tax Receivable Agreements liabilities rose to $972,950 thousand, creating a sizable long-term obligation tied to future realized tax benefits.
Filing Explained
The completed unit exchanges increased Class A shares and added a $166.3 million Tax Receivable Agreements liability.
This Form 10-Q is an unaudited quarterly report covering the period ended
Under the OpCo agreement, a holder can redeem OpCo Class A units for newly issued Class A shares on a one-for-one basis, while Dutch Bros receives the corresponding OpCo units and increases its ownership. The exchanges increased the Tax Receivable Agreements liability by
The filing also reports that on
Resolution points are the third-quarter closing of the Salad and Go agreement and conversion of the remaining Clutch Coffee locations by the end of the third quarter.
Key Figures
Total revenues, quarter: $550,851 (thousands)
Total revenues, six months: $1,015.3 million
Net income, six months: $75,269 (thousands)
+5 more
8 metrics
Total revenues, quarter
$550,851 (thousands)
Three months ended June 30, 2026 total revenues
Total revenues, six months
$1,015.3 million
Revenue for the six months ended June 30, 2026
Net income, six months
$75,269 (thousands)
Consolidated net income for the six months ended June 30, 2026
Diluted EPS, six months
$0.41 per share
Income per diluted Class A share for the six months ended June 30, 2026
Total shop count
1,225 shops
Systemwide shops in operation as of June 30, 2026
Systemwide same shop sales, quarter
5.8 %
Systemwide same shop sales growth for the three months ended June 30, 2026
Operating cash flow, six months
$196,933 (thousands)
Net cash provided by operating activities for six months ended June 30, 2026
TRAs liability
$972,950 (thousands)
Total Tax Receivable Agreements-related liabilities as of June 30, 2026
Key Terms
Tax Receivable Agreements (TRAs), Average Unit Volume, same shop sales, EBITDA, +2 more
6 terms
Tax Receivable Agreements (TRAs) financial
"In connection with our IPO, we executed two TRAs which require payment"
Average Unit Volume financial
"Systemwide AUV 1 | N/A | N/A | $ | 2,193 | $ | 2,053"
Average unit volume (AUV) is the typical amount of sales generated by a single location or franchise over a set period, usually a year, averaged across all stores or outlets. Investors use it like a per-shop revenue thermometer—higher AUVs mean each location is selling more, which helps assess a business’s core strength, compare productivity between chains, and predict how adding or closing locations will affect overall revenue and profitability.
same shop sales financial
"Systemwide same shop sales 1, 2 | 5.8 | % | 6.1 | %"
A same shop sales figure measures how revenue changed at a company’s stores, restaurants or outlets that were open for a full comparison period, excluding new openings or closed locations. Think of it like comparing apples from the same tree year over year: it shows whether existing operations are selling more or less, and investors use it to judge real customer demand, pricing power and the health of the core business beyond expansion effects.
EBITDA financial
"EBITDA — definition and/or calculation Net income before interest expense"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
cash flow hedge financial
"Our interest rate swap has been designated as a cash flow hedge"
A cash flow hedge is an accounting label for a contract or arrangement used to offset expected future swings in a company’s cash payments or receipts — for example from variable-rate interest, foreign currency sales, or forecasted purchases. It matters to investors because it aims to smooth future cash and earnings volatility: gains or losses on the hedge are held out of current profit and reported separately until the underlying transaction affects results, much like buying insurance to steady future bills.
interest rate swap financial
"We have a receive-variable (Receive Leg), pay-fixed (Pay Leg) interest rate swap"
An interest rate swap is a financial agreement where two parties exchange interest payments on a set amount of money over time. Typically, one side pays a fixed interest rate, while the other pays a variable rate that can change with market conditions. This helps investors manage or reduce their exposure to interest rate fluctuations, much like locking in a mortgage rate to avoid future cost increases.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Dutch Bros (BROS) perform financially for the quarter ended June 30, 2026?
Dutch Bros generated $550,851 thousand in total revenues and $51,605 thousand in net income for the quarter ended June 30, 2026. Net income attributable to Dutch Bros Inc. was $37,410 thousand, reflecting continued profitability alongside rapid unit growth.
What were Dutch Bros (BROS) revenues and net income for the first half of 2026?
For the six months ended June 30, 2026, Dutch Bros reported $1,015.3 million of revenue and $75,269 thousand of net income. Net income attributable to Dutch Bros Inc. was $53,507 thousand, with diluted earnings of $0.41 per Class A share.
How many shops does Dutch Bros (BROS) operate and how fast is it growing?
As of June 30, 2026, Dutch Bros operated 1,225 systemwide shops in 25 states, up 17.4% year over year. The base included 888 company-operated and 337 franchised locations, reflecting robust new unit openings across the system.
What are Dutch Bros (BROS) same shop sales trends in 2026?
Systemwide same shop sales increased 5.8% for the quarter and 6.9% for the first half of 2026. Company-operated same shop sales grew faster, up 8.3% for the quarter and 9.3% year-to-date, driven by higher ticket and transaction growth.
What is Dutch Bros (BROS) debt and liquidity position as of June 30, 2026?
Dutch Bros held $268,624 thousand in cash and cash equivalents and total debt of $200,511 thousand as of June 30, 2026. This included a $146,250 thousand term loan and $50,000 thousand drawn on its revolving credit facility.
What expansion and acquisition activities did Dutch Bros (BROS) undertake in 2026?
On January 23, 2026, Dutch Bros acquired Clutch Coffee assets for $19.8 million and is converting those locations. Subsequently, it agreed to buy 31 Arizona franchise locations for about $63.5 million and signed an agreement to acquire real estate for up to 65 Salad and Go sites.
How large is Dutch Bros (BROS) Tax Receivable Agreements liability?
As of June 30, 2026, Dutch Bros recorded $972,950 thousand in liabilities under its Tax Receivable Agreements. These obligations reflect payments of 85% of certain tax benefits realized or deemed realized from covered transactions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q
______________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period ended June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ________ to ________
Commission file number 001-40798
______________________________
(Exact name of Registrant as specified in its charter)
______________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(877) 899-2767
(Registrant's telephone number, including area code)
______________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Exchange on which Registered | ||||||
Class A Common Stock, par value $0.00001 per share | ||||||||
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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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.
x | Accelerated filer | o | ||||||||||||
Non-accelerated filer | o | Smaller reporting company | ||||||||||||
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of July 31, 2026, the registrant’s outstanding shares of common stock were as follows:
| Class A common stock | |||||
| Class B common stock | |||||
| Class C common stock | |||||
DUTCH BROS INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
Glossary | 1 | |||||||
Forward-Looking Statements | 2 | |||||||
PART I | FINANCIAL INFORMATION | 3 | ||||||
ITEM 1. | Financial Statements (Unaudited) | 3 | ||||||
Condensed Consolidated Statements of Operations | 3 | |||||||
Condensed Consolidated Statements of Comprehensive Income | 4 | |||||||
Condensed Consolidated Balance Sheets | 5 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity | 6 | |||||||
Condensed Consolidated Statements of Cash Flows | 10 | |||||||
Notes to Condensed Consolidated Financial Statements | 12 | |||||||
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 | ||||||
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 44 | ||||||
ITEM 4. | Controls and Procedures | 45 | ||||||
PART II | OTHER INFORMATION | 46 | ||||||
ITEM 1. | Legal Proceedings | 46 | ||||||
ITEM 1A. | Risk Factors | 46 | ||||||
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 49 | ||||||
ITEM 3. | Defaults Upon Senior Securities | 49 | ||||||
ITEM 4. | Mine Safety Disclosure | 49 | ||||||
ITEM 5. | Other Information | 50 | ||||||
ITEM 6. | Exhibits | 50 | ||||||
SIGNATURES | 51 | |||||||
GLOSSARY
As used in this Quarterly Report on Form 10-Q (this Form 10-Q), the terms identified below have the meanings specified below unless otherwise noted or the context requires otherwise. References in this Form 10-Q to “Dutch Bros,” the “Company,” “we,” “us” and “our” refer to Dutch Bros Inc. and its consolidated subsidiaries unless the context indicates otherwise.
Term | Definition | |||||||
| 2022 Credit Facility | Has the meaning set forth in NOTE 9 — Debt to the condensed consolidated financial statements, included elsewhere in this Form 10-Q | |||||||
2025 Credit Facility | Has the meaning set forth in NOTE 9 — Debt to the condensed consolidated financial statements, included elsewhere in this Form 10-Q | |||||||
| AOCI | Accumulated Other Comprehensive Income | |||||||
ASC | Accounting Standards Codification | |||||||
| ASU | Accounting Standards Update | |||||||
| AUV | Average Unit Volume | |||||||
| BPS or bps | Basis points, which is used to express differences in rates. One basis point is the equivalent of 1/100 of one percent | |||||||
| CEO | Chief Executive Officer | |||||||
| CODM | Chief Operating Decision Maker | |||||||
| Co-Founder | Travis Boersma, our Executive Chairman and Co-Founder, and affiliated entities over which he maintains voting control | |||||||
| Continuing Members | The Co-Founder and the Sponsor | |||||||
| Dutch Bros OpCo | Dutch Mafia, LLC, a Delaware limited liability company and direct subsidiary of Dutch Bros Inc. | |||||||
| Dutch Bros Inc. | A Delaware corporation, the Class A common stock of which is publicly traded on the New York Stock Exchange under the symbol “BROS” | |||||||
EBITDAR | Earnings before interest, taxes, depreciation, amortization, and rent costs | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| GAAP | U.S. Generally Accepted Accounting Principles | |||||||
| IPO | Initial Public Offering | |||||||
| N/A | Not applicable | |||||||
| N/M | Not meaningful | |||||||
| OpCo LLC Agreement | The Fifth Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo | |||||||
| OpCo Units | Class A common units, Class B voting units and Class C voting units of Dutch Bros OpCo, each as further defined in the OpCo LLC Agreement, collectively | |||||||
| PSU | Performance Restricted Stock Units | |||||||
| RSU | Restricted Stock Units | |||||||
| Same Shop Sales | The estimated percentage change in year-over-year sales, for the comparable shop base, which we define as shops open for 15 complete months or longer as of the first day of the reporting period | |||||||
| SEC | Securities and Exchange Commission | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| Sponsor | TSG Consumer Partners, L.P. and certain of its affiliates | |||||||
Tax Receivable Agreements (TRAs) | The Tax Receivable Agreement (Exchanges) that Dutch Bros Inc. entered into with the Continuing Members and the Tax Receivable Agreement (Reorganization) that Dutch Bros Inc. entered into with TSG7 A AIV VI Holdings-A, L.P. and DG Coinvestor Blocker Aggregator, L.P. or their assignees or successors, in connection with the IPO | |||||||
Dutch Bros, our Windmill logo (
), Dutch Bros Rebel, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names, and service marks appearing in this Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Form 10-Q may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.
), Dutch Bros Rebel, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names, and service marks appearing in this Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Form 10-Q may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.Dutch Bros Inc.| Form 10-Q | 1Table of Contents
Forward-Looking Statements
Certain statements in this Form 10-Q, including those in the section titled “Management’s Discussion and Analysis,” that are not historical facts, including those regarding the impact of inflation, increased minimum wages, interest rate risk, and general macroeconomic conditions, including the conflicts in the Middle East, on our results of operations, supply chain, or liquidity, the potential impact of actions we have taken to mitigate the impact of unforeseen circumstances, taxes and tax rates, our expectations regarding the number of new shops we may open, anticipated future revenues and earnings, consumer demand, and our expectations to generate positive cash flow in the foreseeable future are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “should,” “target,” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. While we believe that this information provides a reasonable basis for these statements, that information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These forward-looking statements are based on information available to us as of the date of this Form 10-Q, and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q.
You should read the following unaudited condensed consolidated financial statements and the related notes in this Form 10-Q together with our analysis and discussion of our financial condition and results of operations and other financial information included elsewhere in this Form 10-Q. You should also read our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 13, 2026 (2025 Form 10-K).
While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect actual results. You should evaluate all forward-looking statements made in this report in the context of the factors that could cause outcomes to differ materially from expectations. These factors include, but are not limited to, those listed under the “Risk Factors” section of this Form 10-Q, and in our 2025 Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
Website Disclosure
We use our website as a distribution channel of material company information. Financial and other important information regarding our company is routinely posted on and accessible through our website at https://investors.dutchbros.com. In addition, you may automatically receive email alerts and other information about our company when you subscribe your email address by visiting the “Investor Email Alerts” section of our investor relations page at https://investors.dutchbros.com/resources. The information on our website is not incorporated herein or otherwise a part of this Form 10-Q.
Dutch Bros Inc.| Form 10-Q | 2Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DUTCH BROS INC.
Condensed Consolidated Statements of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts; unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Company-operated shops | $ | $ | $ | $ | ||||||||||||||||||||||
| Franchising and other | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Costs and Expenses | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Other expense | ||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||
| Total other expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Less: Net income attributable to non-controlling interests | ||||||||||||||||||||||||||
Net income attributable to Dutch Bros Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
Net income per share of Class A common stock: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
Dutch Bros Inc.| Form 10-Q | 3Table of Contents
DUTCH BROS INC.
Condensed Consolidated Statements of Comprehensive Income
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands; unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
Unrealized loss on derivative securities, effective portion, net of income tax benefit of $ | ( | ( | ( | ( | ||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||
| Less: comprehensive income attributable to non-controlling interests | ||||||||||||||||||||||||||
| Comprehensive income attributable to Dutch Bros Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
Dutch Bros Inc.| Form 10-Q | 4Table of Contents
DUTCH BROS INC.
Condensed Consolidated Balance Sheets
| (in thousands, except per share amounts; unaudited) | June 30, 2026 | December 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Lease right-of-use assets, net | ||||||||||||||
| Deferred income tax assets, net | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Other current liabilities | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Current portion of tax receivable agreements liability | ||||||||||||||
| Current portion of lease liabilities | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Deferred revenue, net of current portion | ||||||||||||||
| Lease liabilities, net of current portion | ||||||||||||||
| Long-term debt, net of current portion | ||||||||||||||
| Tax receivable agreements liability, net of current portion | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 15) | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Class A common stock, $ | ||||||||||||||
Class B common stock, $ | ||||||||||||||
Class C common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Retained earnings | ||||||||||||||
| Total stockholders' equity attributable to Dutch Bros Inc. | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements.
Dutch Bros Inc.| Form 10-Q | 5Table of Contents
DUTCH BROS INC.
Condensed Consolidated Statements of Stockholders’ Equity
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Class C Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands; unaudited) | Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Retained Earnings | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on derivative securities, effective portion, net of income tax benefit of $ | — | — | — | — | — | — | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax withholding obligations | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for conversion of Dutch Bros OpCo Class A common units, and for surrender and cancellation of Class C common stock, pursuant to exchange transactions | — | — | — | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of equity transactions of Dutch Bros OpCo Class A common units | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impacts of Tax Receivable Agreements | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse Split transaction pursuant to OpCo Recapitalization | — | — | ( | — | ( | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to non-controlling interest holders | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 6Table of Contents
DUTCH BROS INC.
Condensed Consolidated Statements of Stockholders’ Equity
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dutch Bros Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Class C Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands; unaudited) | Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Retained Earnings | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on derivative securities, effective portion, net of income tax benefit of $ | — | — | — | — | — | — | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax withholding obligations | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock for conversion of Dutch Bros OpCo Class A common units, and for surrender and cancellation of Class C common stock, pursuant to exchange transactions | — | — | — | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of equity transactions of Dutch Bros OpCo Class A common units | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impacts of Tax Receivable Agreements | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse Split transaction pursuant to OpCo Recapitalization | — | — | ( | — | ( | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions paid to non-controlling interest holders | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 7Table of Contents
DUTCH BROS INC.
Condensed Consolidated Statements of Stockholders’ Equity (continued)
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Class C Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands; unaudited) | Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized loss on derivative securities, effective portion, net of income tax benefit of $ | — | — | — | — | — | — | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax withholding obligations | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock in exchange for surrender and conversion of Dutch Bros OpCo Class A common units for surrender and cancellation of Class C common stock, pursuant to exchange transactions | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Effect of equity transactions of Dutch Bros OpCo Class A common units | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impacts of Tax Receivable Agreements | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions paid to non-controlling interest holders | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
Dutch Bros Inc.| Form 10-Q | 8Table of Contents
DUTCH BROS INC.
Condensed Consolidated Statements of Stockholders’ Equity (continued)
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Class C Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands; unaudited) | Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative securities, effective portion, net of income tax benefit of $ | — | — | — | — | — | — | ( | ( | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation expense | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock pursuant to vesting of equity awards, net of stock withheld for tax withholding obligations | — | — | — | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock in exchange for surrender and conversion of Dutch Bros OpCo Class A common units for surrender and cancellation of Class C common stock, pursuant to exchange transactions | — | — | — | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effect of exchange transactions of Dutch Bros OpCo Class A common units | — | — | — | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Impacts of Tax Receivable Agreements | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reverse Split transaction pursuant to OpCo Recapitalization | — | — | ( | — | ( | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions paid to non-controlling interest holders | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 9Table of Contents
DUTCH BROS INC.
Condensed Consolidated Statements of Cash Flows
| Six Months Ended June 30, | ||||||||||||||
| (in thousands; unaudited) | 2026 | 2025 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Loss on disposal of assets | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Equity-based compensation | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Remeasurement gain on TRAs | ( | |||||||||||||
| Non-cash operating lease cost | ||||||||||||||
| Changes in operating assets and liabilities, net of acquisition: | ||||||||||||||
| Accounts receivable, net | ( | ( | ||||||||||||
| Inventories, net | ( | |||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||
| Other long-term assets | ( | |||||||||||||
| Accounts payable | ( | |||||||||||||
| Other current liabilities | ( | |||||||||||||
| Deferred revenue | ( | |||||||||||||
| Other long-term liabilities | ( | |||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Proceeds from disposal of property and equipment | ||||||||||||||
| Acquisition of assets | ( | |||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Payments on finance lease liabilities | ( | ( | ||||||||||||
| Proceeds from long-term debt | ||||||||||||||
| Payments on long-term debt | ( | ( | ||||||||||||
| Payments of debt issuance costs | ( | |||||||||||||
| Tax withholding payments upon vesting of equity awards | ( | ( | ||||||||||||
| Distributions to non-controlling interest holders | ( | ( | ||||||||||||
| Payments under tax receivable agreements | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Net decrease in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
Dutch Bros Inc.| Form 10-Q | 10Table of Contents
DUTCH BROS INC.
Condensed Consolidated Statements of Cash Flows (continued)
| Six Months Ended June 30, | ||||||||||||||
| (in thousands; unaudited) | 2026 | 2025 | ||||||||||||
| Supplemental disclosure of cash flow information | ||||||||||||||
| Interest paid | $ | $ | ||||||||||||
| Income taxes paid | ||||||||||||||
| Supplemental disclosure of noncash investing and financing activities | ||||||||||||||
| Additions of property and equipment recorded as liabilities as of end of period | ||||||||||||||
See accompanying notes to condensed consolidated financial statements.
Dutch Bros Inc.| Form 10-Q | 11Table of Contents
DUTCH BROS INC.
Index for Notes to Condensed Consolidated Financial Statements
| Note | Page | |||||||
| NOTE 1 — Organization and Background | 13 | |||||||
| NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies | 13 | |||||||
| NOTE 3 — Revenue Recognition | 15 | |||||||
| NOTE 4 — Acquisitions | 15 | |||||||
| NOTE 5 — Supplemental Financial Information | 16 | |||||||
| NOTE 6 — Property and Equipment | 16 | |||||||
| NOTE 7 — Other Long-Term Assets | 17 | |||||||
| NOTE 8 — Leases | 17 | |||||||
| NOTE 9 — Debt | 18 | |||||||
| NOTE 10 — Derivative Financial Instrument | 20 | |||||||
| NOTE 11 — Income Taxes | 20 | |||||||
| NOTE 12 — Equity-Based Compensation | 22 | |||||||
| NOTE 13 — Non-Controlling Interests | 23 | |||||||
| NOTE 14 — Income Per Share | 25 | |||||||
| NOTE 15 — Commitments and Contingencies | 26 | |||||||
| NOTE 16 — Related Party Transactions | 27 | |||||||
| NOTE 17 — Segment Reporting | 28 | |||||||
| NOTE 18 — Subsequent Events | 29 | |||||||
Dutch Bros Inc.| Form 10-Q | 12Table of Contents
DUTCH BROS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 — Organization and Background
Business
Dutch Bros Inc., a Delaware corporation, together with its subsidiaries (the Company, we, us, or our, collectively) operates and franchises drive-thru shops as well as sells and distributes coffee, coffee-related products, and accessories. As of June 30, 2026, there were 1,225 shops in operation in 25 U.S. states, of which 888 were company-operated and 337 were franchised.
Organization
Dutch Bros Inc. is the sole managing member of Dutch Bros OpCo and operates and controls all of the business and affairs of Dutch Bros OpCo. As a result, Dutch Bros Inc. consolidates the financial results of Dutch Bros OpCo and reports a non-controlling interest representing the economic interest in Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The Company’s fiscal year end is December 31. As of June 30, 2026, Dutch Bros Inc. held 100.0 % of the voting interest and 77.6 % of the economic interest of Dutch Bros OpCo. The Continuing Members held no voting interest and the remaining 22.4 % of the economic interest of Dutch Bros OpCo.
NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies
Financial Statements Presentation
Our condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC, consistent in all material respects with those applied in the 2025 Form 10-K and as updated by this Form 10-Q.
We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could differ from those estimates. This report should be read in conjunction with the consolidated financial statements in the 2025 Form 10-K that includes additional information on accounting estimates, policies, and the methods and assumptions used in our estimates.
Significant Accounting Policies Updates
Except for the items noted below, there have been no material updates to our significant accounting policies during the six months ended June 30, 2026 from those previously reported in the 2025 Form 10-K.
Dutch Bros Inc.| Form 10-Q | 13Table of Contents
Deferred Revenue
Deferred revenue primarily consists of the unredeemed gift card liability and unredeemed points/rewards earned by customers in connection with a qualifying purchase under our Dutch Rewards loyalty program. Deferred revenue also includes bean and beverage sales to distributors where the performance obligation has not yet been satisfied as control has not transferred to the customer. Awards issued to customers independent of a purchase requirement, such as complimentary birthday drinks and other promotional awards, do not represent a contract liability, as there is no associated contract with the customer, and are recognized within cost of sales when redeemed by the customer.
Loyalty Program
The Company operates Dutch Rewards, our digital loyalty program accessible via mobile app, which provides customers the opportunity to collect points based on purchases. Points can be redeemed for rewards which include free drinks. Additionally, customers can receive complimentary birthday drinks and other promotional awards within Dutch Rewards.
Points earned and not redeemed for rewards within 180 days automatically expire, and rewards that are not used within 180 days of issuance automatically expire. Separately, complimentary birthday drinks and other promotional awards generally automatically expire after 30 days, depending on the specific award.
Recently Issued Accounting Standards
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The intent of this ASU is to address businesses’ shift from using prescriptive and sequential software development methods to using incremental and iterative development methods. The amendments in this ASU remove all references to prescriptive and sequential software development stages, and also provides criteria for when an entity is required to start capitalizing software costs. ASU 2025-06 is effective for all entities' annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods using a prospective transition, modified transition or retrospective transition approach. Early adoption is permitted as of the beginning of an annual reporting period. We are currently assessing potential impacts of this standard on our business processes and future disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The intent of this ASU is to improve public entity financial footnote disclosures around types of expenses in commonly presented expense categories (i.e., cost of sales; selling, general, and administrative expense; and research and development expense). The amendments in this ASU do not change or remove current expense disclosure requirements, but rather 1) impact where this information appears in the notes to the consolidated financial statements and 2) add additional disclosure requirements for certain expense line items appearing on the face of our consolidated statements of operations. ASU 2024-03, as amended, is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing potential impacts of this standard on our business processes and future disclosures.
Dutch Bros Inc.| Form 10-Q | 14Table of Contents
NOTE 3 — Revenue Recognition
Deferred Revenue
Components of our deferred revenue liability are as follows:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
Gift card and loyalty programs | $ | $ | ||||||||||||
Initial unearned franchise fees and other1 | ||||||||||||||
| Total deferred revenue | $ | $ | ||||||||||||
_______________
1 Initial unearned franchise fees are recorded as a contract liability, and revenue is recognized ratably over the term of the franchise agreement, which is generally ten years.
Deferred revenue activity was as follows:
| Six Months Ended June 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 3 | ||||||||||||
| Beginning balance | $ | $ | ||||||||||||
Revenue deferred 1 | ||||||||||||||
Revenue recognized 2 | ( | ( | ||||||||||||
| Other deferred revenue, net | ( | |||||||||||||
| Ending balance | ||||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| Deferred revenue, net of current portion | $ | $ | ||||||||||||
_______________
1 Revenue deferred includes gift card activations, loyalty app cash loads and loyalty points/rewards earned.
2 Revenue recognized includes redemptions of gift cards, loyalty app cash loads and rewards, as well as breakage.
3 Beginning in 2026, complimentary birthday drinks and other promotional awards, which are not issued in connection with a purchase, have been excluded from the population of deferred revenue activity. For the six months ended June 30, 2025, complimentary birthday drinks and other promotional awards activity of revenue deferred and revenue recognized was approximately $49.0 million and $48.5 million, respectively. This change did not have a material effect on the ending deferred revenue balance.
Revenue recognized during the three and six months ended June 30, 2026 and 2025, respectively, that was included in the deferred revenue liability balances at the beginning of the period, are shown below.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Gift card redemptions 1 | $ | $ | $ | $ | ||||||||||||||||||||||
_____________________
1 Amounts exclude cash loads and transactions related to our loyalty rewards program.
NOTE 4 — Acquisitions
Asset Acquisition
On January 23, 2026, we purchased certain assets of Clutch Coffee, primarily consisting of leasehold interests for $19.8 million in cash. Clutch Coffee was a regional drive-thru chain with 22 locations operating or under construction in North Carolina and South Carolina. This acquisition was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations, with the purchase price and transaction costs allocated to the assets acquired based on their relative fair value as of the acquisition date. We are in the process of converting 20 of these acquired locations to Dutch Bros-branded company-
Dutch Bros Inc.| Form 10-Q | 15Table of Contents
operated shops. As of June 30, 2026, we have converted 14 shops to Dutch Bros-branded shops, with the remaining to be converted by the end of Q3 2026.
NOTE 5 — Supplemental Financial Information
Inventories
Inventories, net consisted of the following:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Finished goods | ||||||||||||||
| Total inventories | $ | $ | ||||||||||||
Other current liabilities
Other current liabilities consisted of the following:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
Accrued compensation and benefits | $ | $ | ||||||||||||
Sales, use and property taxes payable | ||||||||||||||
Other accrued liabilities | ||||||||||||||
Other current liabilities | $ | $ | ||||||||||||
NOTE 6 — Property and Equipment
Property and equipment, net consisted of the following:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
| Software | $ | $ | ||||||||||||
| Equipment and fixtures | ||||||||||||||
| Buildings and leasehold improvements | ||||||||||||||
| Land | ||||||||||||||
Construction-in-progress 1 | ||||||||||||||
| Property and equipment, gross | ||||||||||||||
| Less: accumulated depreciation | ( | ( | ||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||
_______________
1 Construction-in-progress primarily consisted of construction and equipment costs for new and existing shops.
Depreciation expense included in our condensed consolidated statements of operations was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
Selling, general, and administrative | ||||||||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 16Table of Contents
NOTE 7 — Other Long-Term Assets
The details of other long-term assets were as follows:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
Reacquired franchise rights1 | $ | $ | ||||||||||||
| Less: accumulated amortization | ( | ( | ||||||||||||
| Reacquired franchise rights, net | $ | $ | ||||||||||||
Goodwill | ||||||||||||||
Other | ||||||||||||||
| Total other long-term assets, net | $ | $ | ||||||||||||
_______________
1 Weighted-average amortization periods (in years) were approximately 2.8 and 3.1 for the three months ended June 30, 2026 and 2025, respectively.
Amortization expense of reacquired franchise rights included in our condensed consolidated statements of operations was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
NOTE 8 — Leases
A summary of finance and operating lease right-of-use assets and lease liabilities as of June 30, 2026 and December 31, 2025 is as follows:
| (in thousands) | Balance Sheet Classification | June 30, 2026 | December 31, 2025 | |||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Lease right-of-use assets, net | $ | $ | ||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
Current lease liabilities | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Current portion of lease liabilities | $ | $ | ||||||||||||||||||
Non-current lease liabilities | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Lease liabilities, net of current portion | $ | $ | ||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 17Table of Contents
The components of lease costs, excluding short-term lease costs and sublease income (both immaterial for the periods presented), were as follows:
Statements of Operations Classification | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Finance lease costs | ||||||||||||||||||||||||||||||||
| Amortization of right-of-use assets | Cost of sales | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Amortization of right-of-use assets | Selling, general, and administrative | |||||||||||||||||||||||||||||||
| Interest on lease liabilities | Interest expense | |||||||||||||||||||||||||||||||
| Total finance lease costs | ||||||||||||||||||||||||||||||||
| Operating lease costs | ||||||||||||||||||||||||||||||||
| Lease expenses | Cost of sales | |||||||||||||||||||||||||||||||
| Lease expenses | Selling, general, and administrative | |||||||||||||||||||||||||||||||
| Total operating lease costs | ||||||||||||||||||||||||||||||||
| Variable lease costs | Cost of sales | |||||||||||||||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Supplemental cash flow information related to leases is as follows for the periods presented:
| Six Months Ended June 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from finance leases | $ | $ | ||||||||||||
| Operating cash flows from operating leases | ||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||||||||
| Finance leases | ||||||||||||||
| Operating leases | ||||||||||||||
NOTE 9 — Debt
Credit Facility
On May 29, 2025 (the Effective Date), we amended and restated our existing $650 million senior secured credit facility with JPMorgan Chase Bank, N.A. The 2025 Credit Facility consists of a $500 million revolving credit facility and a term loan facility of up to $150 million. The 2025 Credit Facility also includes sublimits for letters of credit and swingline loans of up to $100 million and $20 million, respectively. The 2025 Credit Facility expires on May 29, 2030. Interest on borrowings under the 2025 Credit Facility is based on (i) the Alternate Base Rate plus an applicable margin, or (ii) the Term SOFR Rate plus an applicable margin (each as defined in the 2025 Credit Facility).
Dutch Bros Inc.| Form 10-Q | 18Table of Contents
We are required to pay a commitment fee on a quarterly basis, at a per annum rate of between 0.20 % and 0.45 %, depending on the Net Lease-Adjusted Total Leverage Ratio (as defined in the 2025 Credit Facility), based on the average daily unused portion of the revolving credit facility. These fees are recorded as interest expense on our condensed consolidated statements of operations.
The 2025 Credit Facility contains financial covenants that require us to not exceed a maximum Net Lease-Adjusted Total Leverage Ratio and maintain a minimum Coverage Ratio (as defined in the 2025 Credit Facility). The 2025 Credit Facility also contains certain negative covenants that, among other things, restrict our ability to incur additional debt, grant liens on assets, merge with or acquire other companies, make other investments, dispose of assets, and make restricted payments. Obligations under the 2025 Credit Facility are guaranteed by Dutch Bros OpCo and its subsidiaries, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.
As of June 30, 2026, $50.0 million was outstanding on our revolving credit facility, and $430.6 million was available for borrowing, net of $19.4 million in letters of credit, and $146.3 million of principal was outstanding on the term loan facility. The revolving loan and term loan both bear interest at approximately 4.89 % as of June 30, 2026, excluding any impacts from our interest rate swap. We were in compliance with our financial covenants as of that date.
Long-Term Debt
Our long-term debt consisted of the following for the periods presented:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
Term loan under credit facility | $ | $ | ||||||||||||
Revolving loan under credit facility | ||||||||||||||
Finance obligations1 | ||||||||||||||
| Unsecured note payable | ||||||||||||||
| Total debt | ||||||||||||||
| Less: loan origination fees | ( | ( | ||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| Total long-term debt, net of current portion | $ | $ | ||||||||||||
_______________
Future annual maturities of long-term debt as of June 30, 2026 are as follows:
| (in thousands) | ||||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Dutch Bros Inc.| Form 10-Q | 19Table of Contents
NOTE 10 — Derivative Financial Instrument
We have a receive-variable (Receive Leg), pay-fixed (Pay Leg) interest rate swap with JPMorgan Chase Bank, N.A. As of June 30, 2026, the interest rate swap had a notional amount of approximately $55.1 million and hedges interest rate risk on the term loan under the 2025 Credit Facility. The interest rate swap matures on February 28, 2027, and has a fixed rate of 2.67 % per annum for the Pay Leg. The variable rate on the Receive Leg of the interest rate swap is the one-month adjusted term SOFR plus an applicable margin. As of June 30, 2026, the one-month adjusted term SOFR was 3.64 %.
Our interest rate swap has been designated as a cash flow hedge, and as such, we record the change in fair value for the effective portion of the interest rate swap in AOCI rather than in current period earnings until the underlying hedged transaction affects earnings. As of June 30, 2026, we expect to reclassify a gain of approximately $0.4 million from AOCI to earnings within the next twelve months.
Designated as a Level 2 instrument within the fair value hierarchy, the fair value and effect of the derivative instrument included in our condensed consolidated financial statements was as follows:
| (in thousands) | Balance Sheets Classification | June 30, 2026 | December 31, 2025 | |||||||||||||||||
Derivative instrument designated as cash flow hedge | ||||||||||||||||||||
| Interest rate swap contract | Prepaid expenses and other current assets | $ | $ | |||||||||||||||||
| Interest rate swap contract | Other long-term assets | |||||||||||||||||||
| Total derivative instrument designated as cash flow hedge | $ | $ | ||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| (in thousands) | Financial Statements Classification | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||
Derivative instrument designated as cash flow hedge | ||||||||||||||||||||||||||||||||
Income (loss) recognized in other comprehensive income before reclassifications | Statements of Comprehensive Income | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
Reclassification from accumulated other comprehensive income to earnings for the effective portion | Statements of Operations - Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Income tax benefit | Statements of Comprehensive Income | |||||||||||||||||||||||||||||||
NOTE 11 — Income Taxes
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Effective tax rate | % | % | % | % | ||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 20Table of Contents
Three Months Ended June 30, 2026 v. 2025
The effective tax rate for the quarter ended June 30, 2026, was 19.7 %, which reflects the US federal statutory rate of 21 % on pre-tax income, increased by the impact of state income taxes, offset by the tax benefits of income attributable to non-controlling interests and federal tax credits. The increase in the effective tax rate from 15.9 % in the same period in 2025 is primarily due to the increase in our ownership of Dutch Bros OpCo.
Six Months Ended June 30, 2026 v. 2025
Tax Receivable Agreements
In connection with our IPO, we executed two TRAs which require payment to certain Dutch Bros OpCo owners of 85 % of the income tax benefits, if any, that we actually realize or in some cases is deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the TRAs.
The TRAs-related liabilities are classified on our condensed consolidated balance sheets as current or non-current based on the expected date of payment under the captions “Current portion of tax receivable agreements liability” and “Tax receivable agreements liability, net of current portion,” respectively.
As of June 30, 2026, our total TRAs-related liabilities were $973.0 million. The changes related to these liabilities were as follows:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||
| Beginning balance | $ | $ | ||||||||||||
| Additions (reductions) to TRAs: | ||||||||||||||
| Exchange of Dutch Bros OpCo Class A common units for Class A common stock | ||||||||||||||
Payments under TRA | ( | ( | ||||||||||||
TRAs remeasurements and other 1 | ( | ( | ||||||||||||
| Ending balance | $ | $ | ||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| TRAs liability, net of current portion | $ | $ | ||||||||||||
_________________
For the three and six months ended June 30, 2026 in connection with our Tax Receivable Agreements, deferred tax assets associated with our investment in Dutch Bros OpCo increased $179.0 10.6 166.3
Dutch Bros Inc.| Form 10-Q | 21Table of Contents
NOTE 12 — Equity-Based Compensation
Restricted Stock Units
RSU activity was as follows:
| (in thousands, except per share amounts) | Restricted Stock Units | Weighted-average grant date fair value per share | ||||||||||||
| Balance, December 31, 2025 | $ | |||||||||||||
| New grants | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeitures | ( | |||||||||||||
| Balance, June 30, 2026 | $ | |||||||||||||
PSU activity was as follows:
| (in thousands, except per share amounts) | Performance - Based Stock Units | Weighted-average grant date fair value per share | ||||||||||||
| Balance, December 31, 2025 | $ | |||||||||||||
| New grants | ||||||||||||||
| Forfeitures | ( | |||||||||||||
| Balance, June 30, 2026 | $ | |||||||||||||
Total release date fair value of vested equity awards for six months ended June 30, 2026 and 2025 are presented below:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | ||||||||||||||||||||||||
| Awards/units | W/A vest date fair value | Awards/units | W/A vest date fair value | |||||||||||||||||||||||
| RSUs | $ | $ | ||||||||||||||||||||||||
Equity-Based Compensation
Equity-based compensation expense is recognized on a straight-line basis and is included in our condensed consolidated statements of operations as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||||||||||||
Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 22Table of Contents
As of June 30, 2026, total unrecognized stock-based compensation related to unvested RSUs and PSUs was $58.6 million, which will be recognized as follows:
| (in thousands) | ||||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total unrecognized stock-based compensation | $ | |||||||
NOTE 13 — Non-Controlling Interests
Dutch Bros Inc. is the sole managing member of Dutch Bros OpCo, and, as a result, consolidates the financial results of Dutch Bros OpCo. We report a non-controlling interest representing the economic interest in the Dutch Bros OpCo held by the other members of Dutch Bros OpCo. The OpCo LLC Agreement provides that holders of Dutch Bros OpCo Class A common units may, from time to time, require Dutch Bros OpCo to redeem all or a portion of their Dutch Bros OpCo Class A common units for newly issued shares of Class A common stock on a one -for-one basis. In connection with any redemption or exchange, Dutch Bros Inc. will receive a corresponding number of Dutch Bros OpCo Class A common units, increasing Dutch Bros Inc.’s total ownership in Dutch Bros OpCo. Changes in Dutch Bros Inc.’s ownership in Dutch Bros OpCo, while Dutch Bros Inc. retains its controlling interest in Dutch Bros OpCo, will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Dutch Bros OpCo Class A common units by the other members of Dutch Bros OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in-capital.
The following table summarizes the ownership interest in Dutch Bros OpCo:
| June 30, 2026 | ||||||||||||||
(units in thousands) | OpCo Units | Ownership % | ||||||||||||
Dutch Bros OpCo Class A common units held by Dutch Bros Inc. | % | |||||||||||||
Dutch Bros OpCo Class A common units held by non-controlling interest holders1 | % | |||||||||||||
| Total Dutch Bros OpCo Class A common units outstanding | % | |||||||||||||
_______________
1 Non-controlling interest ownership includes approximately 3.1 million Class A common units that were decoupled from Class B common stock; these units can be converted on a one -for-one basis to Class A common stock.
Dutch Bros Inc.| Form 10-Q | 23Table of Contents
The following table summarizes the effect of changes in ownership of Dutch Bros OpCo on our equity for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income attributable to Dutch Bros Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Unrealized loss on derivative securities, effective portion, net of income tax impacts | ( | ( | ( | ( | ||||||||||||||||||||||
Additional paid-in capital: | ||||||||||||||||||||||||||
Increase as a result of equity-based compensation | ||||||||||||||||||||||||||
Decrease as a result of common stock issuances pursuant to vesting of equity awards, net of stock withheld for tax | ( | ( | ( | |||||||||||||||||||||||
Increase as a result of the acquisition of Dutch Bros OpCo Class A common units | ||||||||||||||||||||||||||
| Total effect of changes in ownership interest on equity attributable to Dutch Bros Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
The weighted-average ownership percentage for the applicable reporting period is used to attribute net income to Dutch Bros Inc. and the non-controlling interest holders. The non-controlling interest holders’ weighted-average ownership percentage were as follows for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Weighted-average ownership percentage of non-controlling interest holders | % | % | % | % | ||||||||||||||||||||||
Under the OpCo LLC Agreement, Dutch Bros OpCo is required to make certain distributions to its members with regard to tax obligations. Such distributions paid to members were as follows for the periods presented, and no amounts were payable as of the periods then ended.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Amounts paid to non-controlling interest holders | $ | $ | $ | $ | ||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 24Table of Contents
NOTE 14 — Income Per Share
The following tables set forth the numerators and denominators used to compute basic and diluted net income per share of Class A common stock for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Net income attributable to Dutch Bros Inc. | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Less: Net income attributable to non-controlling interests | ||||||||||||||||||||||||||
Net income attributable to Dutch Bros Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Basic net income per share attributable to common stockholders | ||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
Net income attributable to Dutch Bros Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted-average number of shares of Class A common stock outstanding - basic | ||||||||||||||||||||||||||
| Basic net income per share attributable to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 25Table of Contents
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Diluted net income per share attributable to common stockholders | ||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Undistributed net income for basic computation | $ | $ | $ | $ | ||||||||||||||||||||||
| Increase in net income attributable to common stockholders upon conversion of potentially dilutive instruments | ||||||||||||||||||||||||||
| Allocation of undistributed net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Number of shares used in basic computation | ||||||||||||||||||||||||||
| Add: weighted-average effect of dilutive securities | ||||||||||||||||||||||||||
| RSUs | ||||||||||||||||||||||||||
| Weighted-average number of shares of Class A common stock outstanding used to calculate diluted net income per share | ||||||||||||||||||||||||||
| Diluted net income per share attributable to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
The following Class A common stock equivalents were excluded from diluted net income per share in the periods presented because they were anti-dilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| RSUs | ||||||||||||||||||||||||||
| PSUs | ||||||||||||||||||||||||||
| Total anti-dilutive securities | ||||||||||||||||||||||||||
NOTE 15 — Commitments and Contingencies
Purchase Obligations
We enter into fixed-price and price-to-be-fixed green coffee purchase commitments. For both fixed-price and price-to-be-fixed purchase commitments, we expect to take delivery of green coffee and to utilize the coffee in a reasonable period of time in the ordinary course of business. Such contracts are used for the normal purchases of green coffee and not for speculative purposes. We do not enter into futures contracts or other derivative instruments related to our green coffee purchase commitments.
Guarantees
We periodically provide guarantees to franchise partners for lease payments. As of June 30, 2026 and December 31, 2025, we had guaranteed approximately $7.6 million and $7.8 million, respectively, in franchise partners’ lease payments and have not established a liability for these guarantees as any liability arising from the guarantees is not material to the condensed consolidated financial statements.
Dutch Bros Inc.| Form 10-Q | 26Table of Contents
Legal Proceedings
The Company is a party to routine legal actions arising in the ordinary course of and incidental to its business. These claims, legal proceedings, and litigation principally arise from alleged casualty, employment, and other disputes.
In determining loss contingencies, the Company considers the likelihood of loss as well as the ability to reasonably estimate the amount of such loss or liability. An estimated loss is recognized when it is considered probable that a liability has been incurred and when the amount of loss can be reasonably estimated.
Because litigation is inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. When evaluating litigation contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, developments in legislation or regulations that affect the validity of certain claims and defenses, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matter.
Any claim, proceeding, or litigation has an element of uncertainty, and an unfavorable outcome may have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Liabilities Under Tax Receivable Agreements
Under the TRAs, Dutch Bros Inc. is contractually committed to pay the non-controlling interest holders 85 % of the amount of any tax benefits that Dutch Bros Inc. actually realizes, or in some cases is deemed to realize, as a result of certain transactions. As of June 30, 2026, Dutch Bros Inc. recognized $973.0 million of liabilities related to its obligations under the TRAs. Refer to NOTE 11 — Income Taxes for additional information.
NOTE 16 — Related Party Transactions
Related party transactions were as follows for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Distributions and TRA payments to Co-Founder and Sponsor ¹ | $ | $ | $ | $ | ||||||||||||||||||||||
| Donations to Dutch Bros Foundation | ||||||||||||||||||||||||||
_______________
1 See NOTE 11 — Income Taxes for further information.
The Dutch Bros Foundation is a not-for-profit organization founded by our Company that provides grants to other not-for-profit organizations throughout the communities we serve. Our Vice Chair, Chief Financial Officer, Chief People Officer, Chief Legal Officer, and SVP of Brand Marketing serve on the board of directors, our Vice Chair serves as the President, and our Chief Legal Officer serves as the Secretary-Treasurer.
Dutch Bros Inc.| Form 10-Q | 27Table of Contents
NOTE 17 — Segment Reporting
Segment information is prepared on the same basis that our CEO, who is the CODM, manages the segments, evaluates financial results and makes key operating decisions. Our CEO evaluates financial performance based on two operating segments , which offer distinct products and services to different customers: Company-operated shops and Franchising and other. The Company-operated shops segment includes retail beverage shop sales to end consumers. The Franchising and other segment includes bean and product sales to franchise partners, initial franchise fees, royalties, and marketing fees related to the franchise partners, as well as sales of products through our website.
The CODM reviews segment performance and allocates resources based upon segment contribution, which is defined as segment gross profit before depreciation and amortization. Segment contribution is used to monitor and assess segment results compared to prior periods, forecasted results, and our annual operating plan.
All segment revenue is earned in the United States. All intercompany sales amongst the Dutch Bros entities are fully eliminated in consolidation. Further, there are no intersegment revenues. The CODM does not evaluate operating segments using discrete asset information.
Selling, general and administrative expenses primarily consist of unallocated corporate expenses. Unallocated corporate expenses include corporate administrative functions that support the segments but are not directly attributable to or managed by any segment and are not included in the reported financial results of the segments.
No changes have been made to our segments during the three and six months ended June 30, 2026. In addition, no customer represented 10% or more of total revenue for the three and six months ended June 30, 2026 and 2025.
Dutch Bros Inc.| Form 10-Q | 28Table of Contents
Financial information for our reportable segments was as follows for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Company-operated shops | $ | $ | $ | $ | ||||||||||||||||||||||
| Franchising and other | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Company-operated shops | ||||||||||||||||||||||||||
| Beverage, food & packaging | ||||||||||||||||||||||||||
| Labor costs | ||||||||||||||||||||||||||
| Occupancy & other costs | ||||||||||||||||||||||||||
| Pre-opening costs | ||||||||||||||||||||||||||
| Franchising and other | ||||||||||||||||||||||||||
Segment cost of sales1 | ||||||||||||||||||||||||||
| Segment contribution | ||||||||||||||||||||||||||
| Company-operated shops | ||||||||||||||||||||||||||
| Franchising and other | ||||||||||||||||||||||||||
| Total segment contribution | $ | $ | $ | $ | ||||||||||||||||||||||
| Segment depreciation and amortization | ( | ( | ( | ( | ||||||||||||||||||||||
| Selling, general and administrative | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||
__________________
1 Segment cost of sales for this presentation excludes the impact of depreciation and amortization.
NOTE 18 — Subsequent Events
Business Combination
On July 27, 2026, the Company purchased the franchise rights and assets of 31 locations in Arizona from a franchisee for approximately $63.5 million. The purchase was funded with cash on hand. The Company expects to account for the transaction as a business combination. The allocation of the purchase price consideration to the estimated fair values of assets acquired and liabilities assumed is not yet finalized.
Asset Purchase Agreement
Dutch Bros Inc.| Form 10-Q | 29Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Non-GAAP financial measures included herein are segment contribution, EBITDA, adjusted EBITDA, and adjusted selling, general and administrative.
Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations
Section | Page | |||||||
Overview | 31 | |||||||
Impact of Global Events | 31 | |||||||
Results of Operations | 32 | |||||||
Key Performance Indicators | 33 | |||||||
Company-operated Shops Results | 35 | |||||||
Franchising and Other Segment Performance | 37 | |||||||
Selling, General, and Administrative | 38 | |||||||
Other Expense | 38 | |||||||
Income Tax Expense | 38 | |||||||
Liquidity and Capital Resources | 39 | |||||||
Non-GAAP Financial Measures | 40 | |||||||
Dutch Bros Inc.| Form 10-Q | 30Table of Contents
Overview
Dutch Bros Inc. (NYSE: BROS) is a fun-loving, mind-blowing drive-thru specialty beverage leader dedicated to making a massive difference, one cup at a time. It was founded in Grants Pass, Oregon, in 1992 and now shares its vibrant culture and fully customizable drinks at 1,225 locations as of June 30, 2026. Dutch Bros serves a wide variety of unique, handcrafted beverages such as its exclusive Dutch Bros Rebel® energy drink, Myst Energy RefresherTM, specialty coffee, nitrogen-infused cold brew, tea, lemonade, soda and more.
Impact of Global Events
General Macroeconomic Uncertainties
As a retailer that is dependent upon consumer discretionary spending, our results of operations are sensitive to changes in macroeconomic conditions. Inflation or consumer recession concerns, coupled with a rise in the U.S. unemployment rate, may have a material adverse effect on our business, financial condition or results of operations. Our customers may have or in the future may have less money available for discretionary purchases and may reduce or stop purchasing our products.
On a macro level, conditions, including changes in tariffs, tax laws, interest rates, inflation, commodity costs, geopolitical conflicts, and significant weather events, have created significant uncertainty in the global economy. While we are not able to fully predict the potential impacts of these conditions, we do not currently believe any potential impacts of these macroeconomic conditions would be material to our business.
Minimum Wage Increases
We expect pressures from minimum wage increases to continue to affect our operating results in the foreseeable future. Several states that we operate in have increased their minimum wage requirements in recent years. While these pressures have impacted our operating results, we have taken measures to gradually increase our menu prices, adjust our Dutch Rewards loyalty program, and make operating adjustments that increase productivity to help offset them. Menu price increases may lead to decreases in consumer demand. We will continue to evaluate further pricing actions to protect our operating results, however, if there is a time lag between increasing costs and our ability to increase menu prices or take other action in response, or if we choose not to pass on the cost increases by increasing menu prices, our operating results could be negatively affected.
Dutch Bros Inc.| Form 10-Q | 31Table of Contents
Results of Operations
As of June 30, 2026, we had 1,225 systemwide shops in 25 states, an increase of approximately 17.4% from the same period in the prior year. For the six months ended June 30, 2026, we generated $1,015.3 million of revenue, $75.3 million of net income, and $0.41 of income per diluted share. We have two reportable operating segments: Company-operated shops and Franchising and other.
| 2026 vs 2025 | ||||||||
Increase in total shops | 17.4 | % | ||||||
Increase in total revenue | 31.7 | % | ||||||
Dutch Bros Inc.| Form 10-Q | 32Table of Contents
Key Performance Indicators
The key performance indicators that we use to effectively manage and evaluate our business are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Shop count, beginning of period | ||||||||||||||||||||||||||
| Company-operated | 844 | 695 | 811 | 670 | ||||||||||||||||||||||
| Franchised | 333 | 317 | 325 | 312 | ||||||||||||||||||||||
| Total shop count | 1,177 | 1,012 | 1,136 | 982 | ||||||||||||||||||||||
| Company-operated new openings | 44 | 30 | 77 | 55 | ||||||||||||||||||||||
| Franchised new openings | 4 | 1 | 12 | 6 | ||||||||||||||||||||||
| Shop count, end of period | ||||||||||||||||||||||||||
| Company-operated | 888 | 725 | 888 | 725 | ||||||||||||||||||||||
| Franchised | 337 | 318 | 337 | 318 | ||||||||||||||||||||||
| Total shop count | 1,225 | 1,043 | 1,225 | 1,043 | ||||||||||||||||||||||
Systemwide AUV 1 | N/A | N/A | $ | 2,193 | $ | 2,053 | ||||||||||||||||||||
Company-operated shops AUV 1 | N/A | N/A | $ | 2,164 | $ | 1,982 | ||||||||||||||||||||
Systemwide same shop sales 1, 2 | 5.8 | % | 6.1 | % | 6.9 | % | 5.3 | % | ||||||||||||||||||
| Ticket | 4.1 | % | 2.4 | % | 3.6 | % | 3.0 | % | ||||||||||||||||||
| Transactions | 1.7 | % | 3.7 | % | 3.3 | % | 2.3 | % | ||||||||||||||||||
Company-operated same shop sales 1 | 8.3 | % | 7.8 | % | 9.3 | % | 7.2 | % | ||||||||||||||||||
| Ticket | 4.9 | % | 1.9 | % | 4.3 | % | 2.6 | % | ||||||||||||||||||
| Transactions | 3.4 | % | 5.9 | % | 5.0 | % | 4.6 | % | ||||||||||||||||||
Systemwide sales 2 | $ | 703,320 | $ | 571,273 | $ | 1,312,919 | $ | 1,060,945 | ||||||||||||||||||
Company-operated shops operating weeks 3 | 11,189 | 9,184 | 21,682 | 17,921 | ||||||||||||||||||||||
Franchising shops operating weeks 3 | 4,353 | 4,119 | 8,583 | 8,130 | ||||||||||||||||||||||
Dutch Rewards transactions as a percentage of total transactions 4 | 73 | % | 72 | % | 74 | % | 72 | % | ||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 33Table of Contents
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands; unaudited) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops revenues | 510,031 | 100.0 | 380,500 | 100.0 | 939,088 | 100.0 | 706,921 | 100.0 | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops gross profit | 123,301 | 24.2 | 92,552 | 24.3 | 209,083 | 22.3 | 164,050 | 23.2 | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops contribution | 155,970 | 30.6 | 118,236 | 31.1 | 277,274 | 29.5 | 214,301 | 30.3 | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | 80,651 | 14.6 | 65,385 | 15.7 | 153,827 | 15.2 | 124,306 | 16.1 | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted selling, general, and administrative expenses | 72,491 | 13.2 | 58,709 | 14.1 | 138,003 | 13.6 | 112,206 | 14.6 | ||||||||||||||||||||||||||||||||||||||||||
| Net income | 51,605 | 9.4 | 38,357 | 9.2 | 75,269 | 7.4 | 60,837 | 7.9 | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 113,714 | 20.6 | 89,003 | 21.4 | 193,087 | 19.0 | 151,909 | 19.7 | ||||||||||||||||||||||||||||||||||||||||||
_________________
1 Starting in 2026, AUVs are determined based on the net sales for any trailing twelve-month period for systemwide and company-operated shops, and same shop sales represent the percentage change in year-over-year sales, for the comparable shop base, that have been open at least 15 complete months as of the first day of the quarterly reporting period. Prior to 2026, AUVs were determined based on shops that had been open a minimum of 15 months, and same shop base was defined as shops open for 15 complete months or longer as of the first day of the reporting period. Prior period numbers have not been adjusted to conform to the new definition as the changes did not have a material impact. AUVs are calculated by dividing the systemwide and company-operated shops net sales by the total number of systemwide and company-operated shops, respectively. Management uses these metrics as an indicator of shop growth, expectations of mature locations, and future expansion strategy. The number of shops included in the systemwide and company-operated comparable bases for the respective periods are presented in the following table.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| (unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Systemwide shop base | 982 | 831 | 982 | 794 | ||||||||||||||||||||||
Company-operated shops base | 670 | 542 | 670 | 510 | ||||||||||||||||||||||
2 Systemwide sales and systemwide same shop sales are operating measures that include sales at company-operated shops and sales at franchised shops during the comparable periods presented. Franchise sales represent sales at all franchise shops and are revenues to our franchise partners. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales. As these metrics include sales reported to us by our non-consolidated franchise partners, these metrics should be considered as a supplement to, not a substitute for, our results as reported under GAAP. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
3 Company-operated and franchise shops operating weeks are calculated based on the number of operating days for the shop base and dividing by 7. Our shop base is defined as shops opened as of the period end date. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
4 Dutch Rewards is our app-based digital loyalty program. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.
Dutch Bros Inc.| Form 10-Q | 34Table of Contents
Company-operated Shops Results
Results for our company-operated shops segment were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops revenues | 510,031 | 100.0 | 380,500 | 100.0 | 939,088 | 100.0 | 706,921 | 100.0 | ||||||||||||||||||||||||||||||||||||||||||
| Beverage, food, and packaging costs | 133,108 | 26.1 | 96,468 | 25.3 | 245,430 | 26.1 | 177,847 | 25.2 | ||||||||||||||||||||||||||||||||||||||||||
| Labor costs | 129,460 | 25.4 | 101,270 | 26.6 | 241,765 | 25.8 | 190,709 | 27.0 | ||||||||||||||||||||||||||||||||||||||||||
| Occupancy and other costs | 83,085 | 16.3 | 59,984 | 15.8 | 159,870 | 17.0 | 113,911 | 16.1 | ||||||||||||||||||||||||||||||||||||||||||
| Pre-opening costs | 8,408 | 1.6 | 4,542 | 1.2 | 14,749 | 1.6 | 10,153 | 1.4 | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 32,669 | 6.4 | 25,684 | 6.8 | 68,191 | 7.2 | 50,251 | 7.1 | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops costs and expenses | 386,730 | 75.8 | 287,948 | 75.7 | 730,005 | 77.7 | 542,871 | 76.8 | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops gross profit | 123,301 | 24.2 | 92,552 | 24.3 | 209,083 | 22.3 | 164,050 | 23.2 | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops contribution | 155,970 | 30.6 | 118,236 | 31.1 | 277,274 | 29.5 | 214,301 | 30.3 | ||||||||||||||||||||||||||||||||||||||||||
Company-operated Shops Segment Performance
Company-operated Shops Revenue
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops revenue | $510,031 | $380,500 | $129,531 | 34.0% | $939,088 | $706,921 | $232,167 | 32.8% | ||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2026 v. 2025
Company-operated shops revenue increased $88.4 million from newly opened shops not yet in the comparable shop base and $41.2 million from an 8.3% increase in same shop sales.
Six Months Ended June 30, 2026 v. 2025
Company-operated shops revenue increased $169.8 million from newly opened shops not yet in the comparable shop base and $62.3 million from a 9.3% increase in same shop sales.
Beverage, Food, and Packaging Costs
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Beverage, food and packaging costs | $133,108 | $96,468 | $36,640 | 38.0% | $245,430 | $177,847 | $67,583 | 38.0% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of company-operated shops revenues | 26.1% | 25.3% | N/A | 80 bps | 26.1% | 25.2% | N/A | 90 bps | ||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 35Table of Contents
Three and Six Months Ended June 30, 2026 v. 2025
As a percentage of company-operated shops revenues, beverage, food and packaging costs increased by 80 basis points and 90 basis points for the three and six months ended June 30, 2026, respectively. These increases were primarily due to an increase in coffee costs and the costs associated with our new food program, which typically carry a higher cost margin than beverages.
Labor Costs
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Labor costs | $129,460 | $101,270 | $28,190 | 27.8% | $241,765 | $190,709 | $51,056 | 26.8% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of company-operated shops revenues | 25.4% | 26.6% | N/A | (120) bps | 25.8% | 27.0% | N/A | (120) bps | ||||||||||||||||||||||||||||||||||||||||||
Three and Six Months Ended June 30, 2026 v. 2025
As a percentage of company-operated shops revenues, labor costs decreased by 120 basis points for the three and six months ended June 30, 2026, primarily due to sales leverage and the impact of pricing.
Occupancy and Other Costs
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Occupancy and other costs | $83,085 | $59,984 | $23,101 | 38.5% | $159,870 | $113,911 | $45,959 | 40.3% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of company-operated shops revenues | 16.3% | 15.8% | N/A | 50 bps | 17.0% | 16.1% | N/A | 90 bps | ||||||||||||||||||||||||||||||||||||||||||
Three and Six Months Ended June 30, 2026 v. 2025
As a percentage of company-operated shops revenues, occupancy and other costs increased by 50 basis points and 90 basis points for the three and six months ended June 30, 2026, respectively. These increases were primarily due to the impact of occupancy rates from new shops as we shift more of our portfolio to build-to-suit leases versus commercial ground leases and higher repairs and maintenance costs in the first quarter.
Pre-opening Costs
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Pre-opening costs | $8,408 | $4,542 | $3,866 | 85.1% | $14,749 | $10,153 | $4,596 | 45.3% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of company-operated shops revenues | 1.6% | 1.2% | N/A | 40 bps | 1.6% | 1.4% | N/A | 20 bps | ||||||||||||||||||||||||||||||||||||||||||
| New company-operated shops opened | 44 | 30 | 14 | 46.7% | 77 | 55 | 22 | 40.0% | ||||||||||||||||||||||||||||||||||||||||||
| Pre-opening costs per new company-operated shop | $191 | $151 | $39 | 25.8% | $192 | $185 | $7 | 3.8% | ||||||||||||||||||||||||||||||||||||||||||
Three and Six Months Ended June 30, 2026 v. 2025
The increase in pre-opening costs was primarily driven by increased travel for setup and training teams, and lease expense related to unopened shops, in the three and six months ended June 30, 2026 as compared to the same period in 2025.
Dutch Bros Inc.| Form 10-Q | 36Table of Contents
Depreciation and Amortization
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $32,669 | $25,684 | $6,985 | 27.2% | $68,191 | $50,251 | $17,940 | 35.7% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of company-operated shops revenues | 6.4% | 6.8% | N/A | (40) bps | 7.2% | 7.1% | N/A | 10 bps | ||||||||||||||||||||||||||||||||||||||||||
Three and Six Months Ended June 30, 2026 v. 2025
The increase in depreciation and amortization was primarily driven by the increase in the number of company-operated shops in the current period compared to the prior period and an adjustment recorded in 2026 as a result of our evaluation of the useful lives of certain shop related assets previously placed into service.
Company-operated Shops Gross Profit and Contribution
The factors described above resulted in a gross profit margin decrease of 10 basis points and 90 basis points for the three and six months ended June 30, 2026 compared to 2025, respectively.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops gross profit | $123,301 | $92,552 | $30,749 | 33.2% | $209,083 | $164,050 | $45,033 | 27.5% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of company-operated shops revenues | 24.2% | 24.3% | N/A | (10) bps | 22.3% | 23.2% | N/A | (90) bps | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops contribution | $155,970 | $118,236 | $37,734 | 31.9% | $277,274 | $214,301 | $62,973 | 29.4% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of company-operated shops revenues | 30.6% | 31.1% | N/A | (50) bps | 29.5% | 30.3% | N/A | (80) bps | ||||||||||||||||||||||||||||||||||||||||||
Franchising and Other Segment Performance
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Franchising and other revenue | $40,820 | $35,313 | $5,507 | 15.6% | $76,175 | $64,044 | $12,131 | 18.9% | ||||||||||||||||||||||||||||||||||||||||||
| Franchising and other gross profit | 27,755 | 27,492 | 263 | 1.0% | 49,449 | 45,987 | 3,462 | 7.5% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of franchising and other revenue | 68.0% | 77.9% | N/A | (990) bps | 64.9% | 71.8% | N/A | (690) bps | ||||||||||||||||||||||||||||||||||||||||||
Three and Six Months Ended June 30, 2026 v. 2025
The franchising and other gross profit increases for the three and six months ended June 30, 2026 were primarily driven by products sold to franchisees (net of costs and adjustments), royalties and marketing fees generated from higher franchise partner sales.
Dutch Bros Inc.| Form 10-Q | 37Table of Contents
Selling, General, and Administrative
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | $80,651 | $65,385 | $15,266 | 23.3% | $153,827 | $124,306 | $29,521 | 23.7% | ||||||||||||||||||||||||||||||||||||||||||
| As a percentage of total revenues | 14.6% | 15.7% | N/A | (110) bps | 15.2% | 16.1% | N/A | (90) bps | ||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2026 v. 2025
The selling, general, and administrative increase of approximately $15.3 million was primarily driven by increased expenses of $9.7 million consisting of investments in human capital to support our revenue growth along with higher performance-based compensation; and $1.9 million of higher equity-based compensation. These increases were partially offset by lower realignment and restructuring charges of $1.5 million.
Six Months Ended June 30, 2026 v. 2025
The selling, general, and administrative increase of approximately $29.5 million was primarily driven by increased expenses of $15.7 million consisting of investments in human capital to support our revenue growth and higher performance-based compensation; and $2.7 million of higher equity-based compensation. These increases were partially offset by lower realignment and restructuring charges of $1.2 million.
Other Expense
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Interest expense on finance leases | $(6,105) | $(5,729) | $(376) | 6.6% | $(12,282) | $(11,338) | $(944) | 8.3% | ||||||||||||||||||||||||||||||||||||||||||
| Other interest expense, net | (933) | (1,347) | 414 | (30.7)% | (1,976) | (2,853) | 877 | (30.7)% | ||||||||||||||||||||||||||||||||||||||||||
Interest expense, net | $(7,038) | $(7,076) | $38 | (0.5)% | $(14,258) | $(14,191) | $(67) | 0.5% | ||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | 861 | (1,983) | 2,844 | N/M | 786 | (2,001) | 2,787 | N/M | ||||||||||||||||||||||||||||||||||||||||||
| Total other expense | $(6,177) | $(9,059) | $2,882 | (31.8)% | $(13,472) | $(16,192) | $2,720 | (16.8)% | ||||||||||||||||||||||||||||||||||||||||||
Three and Six Months Ended June 30, 2026 v. 2025
The increase in other income (expense), net was primarily driven by non-recurring expenses in the prior year related to our May 2025 credit facility refinancing.
Income Tax Expense
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | $12,623 | $7,243 | $5,380 | 74.3% | $15,964 | $8,702 | $7,262 | 83.5% | ||||||||||||||||||||||||||||||||||||||||||
| Effective tax rate | 19.7% | 15.9% | N/A | N/A | 17.5% | 12.5% | N/A | N/A | ||||||||||||||||||||||||||||||||||||||||||
Three and Six Months Ended June 30, 2026 v. 2025
The increase in effective tax rate was primarily driven by the increase in our ownership of Dutch Bros OpCo.
Dutch Bros Inc.| Form 10-Q | 38Table of Contents
Liquidity and Capital Resources
Cash Overview
We had cash and cash equivalents of $268.6 million and $269.4 million as of June 30, 2026 and December 31, 2025, respectively.
For the six months ended June 30, 2026, our principal sources of liquidity were cash flows from operations. Our principal uses of liquidity for the six months ended June 30, 2026 were to fund our new shop builds, purchase the assets of Clutch Coffee and other working capital needs.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
(dollars in thousands; unaudited) | 2026 | 2025 | 2026 v. 2025 | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 196,933 | $ | 126,781 | $ | 70,152 | 55.3 | % | ||||||||||||||||||
| Net cash used in investing activities | (149,048) | (99,731) | (49,317) | 49.5 | % | |||||||||||||||||||||
| Net cash used in financing activities | (48,665) | (65,989) | 17,324 | (26.3) | % | |||||||||||||||||||||
| Net decrease in cash and cash equivalents | $ | (780) | $ | (38,939) | $ | 38,159 | (98.0) | % | ||||||||||||||||||
| Cash and cash equivalents at beginning of period | 269,404 | 293,354 | (23,950) | (8.2) | % | |||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | 268,624 | $ | 254,415 | $ | 14,209 | 5.6 | % | ||||||||||||||||||
Operating Activities
The increase in net cash provided by operating activities was primarily driven by higher net income as a result of year-over-year sales growth and leverage of selling, general and administrative costs.
Investing Activities
The increase in net cash used in investing activities was primarily driven by higher investment in capital expenditures due to new company-operated shops openings in the current period compared to the same period in the prior year and acquisition of Clutch Coffee assets.
Financing Activities
The decrease in net cash used in financing activities cash outflows was primarily driven by non-recurring proceeds received on our delayed draw term loan facility in 2025.
Cash Requirements
We believe that cash provided by operating activities and proceeds from our 2025 Credit Facility are adequate to fund our debt service requirements, lease obligations, cash distributions required by the OpCo LLC Agreement and the TRAs, and working capital obligations for at least the next 12 months.
Our future capital requirements may vary materially from period to period and will depend on many factors, primarily our expansion and growth by opening additional company-operated shops and/or reacquiring existing franchised shops. Further, the payments that we may be required to make under the TRAs may be significant. We currently expect to fund our current and long-term material capital requirements with operating cash flows and, as needed, additional proceeds from our 2025 Credit Facility, but we may also seek additional debt or equity financing. From time to time, we may explore additional financing sources which could include equity, equity‑linked, and debt financing arrangements.
As of June 30, 2026, cash requirements for the following items have materially changed from our 2025 Form 10-K:
•Lease liabilities — increased approximately $120 million from newly commenced leases, including approximately $23 million related to the Clutch Coffee asset acquisition.
Dutch Bros Inc.| Form 10-Q | 39Table of Contents
Credit Facility
JPMorgan Credit Facility
As of June 30, 2026, $146 million of principal was outstanding on our term loan facility, and $50 million was outstanding on our revolving credit facility. The term loan and revolving loan both bear interest at approximately 4.89% as of June 30, 2026.
Interest Rate Swap Contract
As of June 30, 2026, the interest rate swap had a notional amount of approximately $55 million and hedges interest rate risk on the term loan under the 2025 Credit Facility, with a fixed rate of 2.67%. As of June 30, 2026, the one-month adjusted term SOFR was 3.64%.
See NOTE 9 — Debt and NOTE 10 — Derivative Financial Instrument for additional details related to our 2025 Credit Facility and interest rate swap contract.
Seasonality
Our business is subject to seasonal fluctuations that impact our revenue and company-operated shops gross profit margins. We typically experience higher system sales in the summer months, which impacts revenue and company-operated shops gross profit margins in the second and third quarters of our fiscal year.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with GAAP, this document contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.
Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated based on the combined total non-GAAP adjustments using our total effective tax rate. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated.
Segment contribution
Definition and/or calculation
Segment gross profit, before depreciation and amortization.
Usefulness to management and investors
This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation and amortization charges. This is a standard metric used across our industry by investors.
Dutch Bros Inc.| Form 10-Q | 40Table of Contents
EBITDA, Adjusted EBITDA
EBITDA — definition and/or calculation
Net income before interest expense (net of interest income), income tax expense, and depreciation and amortization expense.
Adjusted EBITDA — definition and/or calculation
Defined as EBITDA, excluding equity-based compensation, expenses associated with credit facility refinancing, acquisition-related costs, TRA remeasurements, and organization realignment and restructurings costs.
Usefulness to management and investors
These non-GAAP measures are supplemental operating performance measures we believe facilitate comparisons to historical performance and competitors’ operating results. We believe these non-GAAP measures presented provide investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.
Adjusted selling, general, and administrative
Definition and/or calculation
Selling, general, and administrative expenses, excluding depreciation and amortization, equity-based compensation, acquisition-related costs, and organization realignment and restructurings costs.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe the non-GAAP measure presented provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.
Non-GAAP adjustments
Below are the definitions of the non-GAAP adjustments that are used in the calculation of our non-GAAP measures, as described above.
Equity-based compensation
Non-cash expenses related to the grant and vesting of stock awards, including RSUs and PSUs, in Dutch Bros Inc. to certain eligible employees.
Expenses associated with 2022 credit facility refinancing
Costs incurred as a result of refinancing our credit facility in May 2025, including write-off of unamortized loan costs related to the amendment and restatement of our 2022 Credit Facility, and intermediary fees and other costs related to our 2025 Credit Facility.
Acquisition-related costs
Costs incurred in connection with our purchase of the franchise rights and assets from a franchisee.
TRAs remeasurements
(Gain) loss impacts related to adjustments of our TRAs liabilities.
Organization realignment and restructurings
Fees and costs incurred in connection with our comprehensive initiatives to develop and implement a long-term strategy involving changes to our organizational structure to support our growth.
Dutch Bros Inc.| Form 10-Q | 41Table of Contents
The following are reconciliations of the most comparable GAAP metric to non-GAAP metrics (presented in dollars and as a percentage of revenue):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops gross profit | 123,301 | 24.2 | 92,552 | 24.3 | 209,083 | 22.3 | 164,050 | 23.2 | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 32,669 | 6.4 | 25,684 | 6.8 | 68,191 | 7.2 | 50,251 | 7.1 | ||||||||||||||||||||||||||||||||||||||||||
| Company-operated shops contribution | 155,970 | 30.6 | 118,236 | 31.1 | 277,274 | 29.5 | 214,301 | 30.3 | ||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Franchising and other gross profit | 27,755 | 68.0 | 27,492 | 77.9 | 49,449 | 64.9 | 45,987 | 71.8 | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 1,156 | 2.8 | 1,392 | 3.9 | 2,459 | 3.2 | 2,853 | 4.5 | ||||||||||||||||||||||||||||||||||||||||||
| Franchising and other contribution | 28,911 | 70.8 | 28,884 | 81.8 | 51,908 | 68.1 | 48,840 | 76.3 | ||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Net income | 51,605 | 9.4 | 38,357 | 9.2 | 75,269 | 7.4 | 60,837 | 7.9 | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 35,481 | 6.4 | 27,893 | 6.7 | 73,736 | 7.3 | 54,323 | 7.0 | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 7,038 | 1.3 | 7,076 | 1.8 | 14,258 | 1.4 | 14,191 | 1.9 | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 12,623 | 2.3 | 7,243 | 1.7 | 15,964 | 1.6 | 8,702 | 1.1 | ||||||||||||||||||||||||||||||||||||||||||
| EBITDA | 106,747 | 19.4 | 80,569 | 19.4 | 179,227 | 17.7 | 138,053 | 17.9 | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | 6,879 | 1.2 | 4,671 | 1.1 | 12,157 | 1.2 | 8,865 | 1.1 | ||||||||||||||||||||||||||||||||||||||||||
| Expenses associated with 2022 credit facility refinancing | — | — | 2,000 | 0.5 | — | — | 2,000 | 0.3 | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related costs | 309 | 0.1 | — | — | 309 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| TRAs remeasurement | (437) | (0.1) | — | — | (437) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Organization realignment and restructurings | 216 | — | 1,763 | 0.4 | 1,831 | 0.1 | 2,991 | 0.4 | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 113,714 | 20.6 | 89,003 | 21.4 | 193,087 | 19.0 | 151,909 | 19.7 | ||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 42Table of Contents
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
(dollars in thousands; unaudited) | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 80,651 | 14.6 | 65,385 | 15.7 | 153,827 | 15.2 | 124,306 | 16.1 | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (1,656) | (0.3) | (817) | (0.2) | (3,086) | (0.3) | (1,219) | (0.2) | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | (5,979) | (1.0) | (4,096) | (1.0) | (10,598) | (1.2) | (7,890) | (0.9) | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related costs | (309) | (0.1) | — | — | (309) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Organization realignment and restructurings | (216) | — | (1,763) | (0.4) | (1,831) | (0.1) | (2,991) | (0.4) | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted selling, general, and administrative | 72,491 | 13.2 | 58,709 | 14.1 | 138,003 | 13.6 | 112,206 | 14.6 | ||||||||||||||||||||||||||||||||||||||||||
Dutch Bros Inc.| Form 10-Q | 43Table of Contents
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Risks
Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including beverage commodities, energy, and other commodities. We have been able to partially offset cost increases resulting from several factors, including market conditions, shortages or interruptions in supply due to weather or other conditions beyond our control, governmental regulations, and inflation by increasing our menu prices over the past year, and making operational adjustments that increase productivity. However, tariffs, sustained inflation of, or substantial increases in costs and expenses, including dairy, coffee, fuel, sugar, cocoa, and packaging commodities pricing, could impact our operating results to the extent that such costs and expenses remain elevated or increase and cannot be offset by menu price increases. Additionally, if there is a time lag between increasing commodity prices and our ability to increase menu prices or take other action in response, or if we choose not to pass on the cost increases by increasing menu prices, our operating results could be negatively affected.
Labor Costs
We have experienced minimum wage increases, which directly affect our labor costs, and other upward pressure on wage rates in several states. Several states in which we operate have recently enacted increases to their minimum wage requirements, some of which are expected to become effective in 2026 or later. In the future, we may or may not be able to offset these cost increases with operational efficiencies, menu price increases, or other adjustments. As of June 30, 2026, we employed approximately 27,000 hourly workers in our company-operated shops.
Interest Rate Risk
We have historically been exposed to interest rate risk through fluctuations in interest rates on our debt obligations. Our 2025 Credit Facility carries interest at a floating rate. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities, including through the use of interest rate swaps to mitigate the potential impacts of changes in benchmark interest rates on interest expense and cash flows. As of June 30, 2026, we had $50.0 million in revolving loans outstanding, and $146.3 million was outstanding on our term loan facility. A hypothetical increase of interest rates up to 1% on our outstanding term loan as of June 30, 2026 would result in an increase in our annual interest expense of approximately $2.0 million, excluding any potential impacts of interest rate swaps.
Impact of Inflation
The primary inflation factors affecting our operations are commodity and supply costs, energy costs, labor costs, and construction costs of company-operated shops. Increases in the minimum wage requirements directly affect our labor costs. Our leases require us to pay taxes, maintenance, repairs, insurance, and utilities, all of which are generally subject to inflationary increases. Finally, the total cost to build our shops is impacted by inflation. Specifically, increases in sitework and permitting, construction materials, labor, and equipment may increase our overall development costs and capital expenditures, and potentially result in higher rent expenses for new shops. We continue to encounter current commodity inflation, known or pending legislation that will increase minimum wages in certain states, and labor market forces that at times may cause us to increase wages in order to adequately staff our shops. We expect these to affect our operating results in the foreseeable future. While these cost increases have impacted our operating results, we have taken measures to gradually increase our menu prices, adjust our Dutch Rewards loyalty program, and make operating adjustments that increase productivity to help offset these pressures. Price increases and other inflationary pressures may lead to decreases in consumer demand.
Dutch Bros Inc.| Form 10-Q | 44Table of Contents
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 30, 2026, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of that date.
Changes in Internal Control over Financial Reporting
There have been no changes during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Dutch Bros Inc.| Form 10-Q | 45Table of Contents
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We may, from time to time, be a party to litigation and subject to claims incident to the ordinary course of business. As our company matures, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially and adversely affect our business, financial condition, results of operations, and growth prospects.
Please refer to NOTE 15 — Commitments and Contingencies under the heading “Legal Proceedings” for further information.
ITEM 1A. RISK FACTORS
Except for the items noted below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our 2025 Form 10-K. The risk factors described in our 2025 Form 10-K, as well as other information set forth in this Quarterly Report on Form 10-Q, could materially and adversely affect our business, financial condition and results of operations, and should be carefully considered. The risks and uncertainties that we face, however, are not limited to those described in the 2025 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our Class A common stock.
Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, and new information, attitudes, or regulations regarding additives, diet and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our business, financial condition, and results of operations.
Government regulation and customer consumption habits may impact our business as a result of changes in attitudes regarding diet and health (including use of weight-loss or appetite-suppressing drugs such as those commonly known as GLP-1s) or new information regarding the health effects of consuming our menu offerings. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings.
For example, a number of states, counties, and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information to customers, or have enacted legislation restricting the use of certain types of ingredients in food sold at restaurants. Furthermore, the Patient Protection and Affordable Care Act of 2010 (the PPACA) establishes a uniform, federal requirement for certain restaurants to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require certain chain restaurants to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. The PPACA further permits the Food and Drug Administration to require covered restaurants to make additional nutrient disclosures, such as disclosure of trans-fat content. More recently, U.S. regulatory authorities, including the Food and Drug Administration, have indicated their intent to restrict or prohibit the use of certain food dyes currently permitted for lawful use in food. In May 2026, the Food and Drug Administration announced it had finalized its new post-market assessment program for chemicals in the food supply and launched its first reassessments under the program, with further reviews expected on an ongoing basis. Such assessments may be initiated by external petitions or
Dutch Bros Inc.| Form 10-Q | 46Table of Contents
the agency’s own initiative. In addition, the Food and Drug Administration is developing a proposed rule to increase oversight of food ingredients deemed Generally Recognized as Safe (GRAS), which, if finalized, would require mandatory submission of GRAS notices for food ingredients. GRAS reform legislation has also been introduced in Congress. Furthermore, an increasing number of states have proposed or enacted laws intended to prohibit or limit the use of certain food and color additives and states have initiated actions and investigations into the use of certain additives by companies. For example, in 2025, the Texas Attorney General’s Office initiated multiple investigations into major food companies regarding the marketing of products containing artificial dyes, resulting in public commitments to remove such additives in the near term and, in one case, a legally binding agreement. Should such regulatory change affect the ingredients currently used in our products and we are unable to identify or secure comparable and cost-effective alternative ingredients, such change could have an adverse effect on our results of operations and financial position. An unfavorable report on, or reaction to, our current or future menu ingredients, the size of our portions, or the nutritional content of our menu items could negatively influence the demand for our offerings.
We cannot make any assurances regarding our ability to effectively respond to changes in customer health perceptions or our ability to successfully implement nutrient content disclosure requirements or other resulting regulations, including potential regulations around the use of certain ingredients, dyes, or other additives, or to adapt our menu offerings to trends in drinking and consumption habits. The imposition of menu-labeling laws, additional restrictions on certain food additives, and such other regulations could have an adverse effect on our results of operations and financial position, as well as the food service and restaurant industry in general.
We may be unable to identify all potential allergens present in our products at the time of purchase, whether they were introduced by us or by our third party vendors. This could result in the inability of some customers to purchase our products, or could result in negative health consequences for individuals sensitive to such allergens who choose to purchase our products regardless. A potentially serious allergic reaction to our products may result in negative public perception and could harm our business and results of operations.
In addition, social media has contributed to an increase in “secret menu” style drinks that are not created or marketed by us. Such drinks can be ordered by customers, for example, by asking for specific combinations of flavors or ingredients. We have no control over such trends, may not become timely aware of them, and may be unable to provide nutritional information for them. Such trends may also result in a mixture of ingredients in ways that could be perceived negatively, including with regard to health effects, and such perception could harm our business.
We may engage in merger and acquisition activities or strategic partnerships, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our business, results of operations, and financial condition.
As part of our business strategy to grow our business, we have in the past and may in the future make investments or acquisitions in, or enter into strategic partnerships with, other companies, including acquisitions of franchises from our franchise partners and acquisitions of material lease rights, real estate or properties for conversion to new shops. The identification of suitable acquisitions or partnership candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions or partnerships on favorable terms, if at all. These acquisitions or partnerships may be more costly to protect our competitive position, but may not ultimately strengthen our competitive position, or achieve the intended goals of such acquisition or partnership, and any acquisitions or partnerships we complete could be viewed negatively by customers or investors. We may encounter difficult or unforeseen expenditures in integrating an acquisition or partnership. In addition, if we fail to successfully integrate such acquisitions, assets, technologies, properties, or personnel associated with such acquisitions or partnerships into our company, the business and results of operations of the combined company would be adversely affected.
Dutch Bros Inc.| Form 10-Q | 47Table of Contents
These transactions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased regulatory requirements, cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by stockholders and third parties, and adversely impact our business, financial condition, and results of operations. We may not successfully evaluate or utilize the acquired assets and accurately forecast the financial impact of an acquisition or partnership transaction, including accounting charges. We may have to pay cash for any such acquisition or partnership which would limit other potential uses for our cash. If we incur debt to fund any such acquisition or partnership, such debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations, and subject us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our operations. If we issue a significant amount of equity securities in connection with future acquisitions or partnerships, existing stockholders’ ownership would be diluted.
Dutch Bros Inc.| Form 10-Q | 48Table of Contents
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table summarizes purchases of Class A common stock during the three months ended June 30, 2026:
| Period | Total Number of Shares Purchased 1 | Weighted-Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| April 1 - 30, 2026 | — | — | — | — | ||||||||||||||||||||||
| May 1 - 31, 2026 | 3,003 | $ | 55.09 | — | — | |||||||||||||||||||||
| June 1 - 30, 2026 | — | — | — | — | ||||||||||||||||||||||
_________________
1 In connection with the vesting of RSUs granted pursuant to the Dutch Bros Inc. 2021 Equity Incentive Plan, as amended, shares of Class A common stock are delivered to Dutch Bros by employees to satisfy tax withholding obligations.
Unregistered Sales of Equity Securities
On April 27, 2026, pursuant to Section 3(a)(9) of the Securities Act, we made an unregistered issuance of Dutch Bros Inc.’s Class A common stock via exchange of 9.9 million Dutch Bros OpCo Class A common units held by entities controlled by our Co-Founder for shares of our Class A common stock on a one-for-one basis. Such shares of Class A common stock were then reserved for sale directly by entities controlled by our Co-Founder pursuant to a Rule 10b5-1 trading arrangement, and we received no proceeds.
Pursuant to Section 3(a)(9) of the Securities Act, we made unregistered issuances of Dutch Bros Inc.’s Class A common stock via exchange of Dutch Bros OpCo Class A common units (and corresponding cancellation of the same number of shares of Class C common stock), held by our Sponsor for shares of our Class A common stock on a one-for-one basis, as follows:
| Date | Total Number of Class A Common Units Exchanged for Class A Common Stock | Total Number of Class C Common Stock Cancelled | ||||||||||||
| May 1, 2026 | 43,334 | (43,334) | ||||||||||||
| May 6, 2026 | 110,000 | (110,000) | ||||||||||||
| June 1, 2026 | 188,281 | (188,281) | ||||||||||||
| June 4, 2026 | 36,697 | (36,697) | ||||||||||||
| June 10, 2026 | 312,103 | (312,103) | ||||||||||||
Such shares of Class A common stock were then sold directly by our Sponsor pursuant to Rule 144 of the Securities Act, and we received no proceeds.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Dutch Bros Inc.| Form 10-Q | 49Table of Contents
ITEM 5. OTHER INFORMATION
There are no
ITEM 6. EXHIBITS
(a) Exhibits.
The following exhibits are included herein or incorporated herein by reference:
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Registrant | 8-K | 001-40798 | 3.1 | September 17, 2021 | |||||||||||||||||||||||||||
| 3.2 | Amended and Restated Bylaws of Registrant | S-1 | 333-258988 | 3.4 | August 20, 2021 | |||||||||||||||||||||||||||
| 4.1 | Form of Common Stock Certificate | S-1/A | 333-258988 | 4.1 | September 13, 2021 | |||||||||||||||||||||||||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||
| 32.1* | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document | X | ||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||
| 104 | Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | X | ||||||||||||||||||||||||||||||
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
Dutch Bros Inc.| Form 10-Q | 50Table of Contents
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 undersigned thereunto duly authorized.
DUTCH BROS INC. | |||||||||||
(Registrant) | |||||||||||
August 5, 2026 | By: | /s/ Christine Barone | |||||||||
Date | Christine Barone | ||||||||||
Chief Executive Officer and President | |||||||||||
(Principal Executive Officer) | |||||||||||
August 5, 2026 | By: | /s/ Joshua Guenser | |||||||||
Date | Joshua Guenser | ||||||||||
Chief Financial Officer | |||||||||||
(Principal Financial Officer) | |||||||||||
August 5, 2026 | By: | /s/ Nicholas Daddario | |||||||||
Date | Nicholas Daddario | ||||||||||
Chief Accounting Officer | |||||||||||
(Principal Accounting Officer) | |||||||||||
Dutch Bros Inc.| Form 10-Q | 51