[144] Dutch Bros Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Dutch Bros Inc. (BROS) reporting a proposed sale of 482,750 common shares, identified as Founders Shares acquired on 09/27/2018. The filing names Morgan Stanley Smith Barney LLC as broker and lists an aggregate market value of $30,476,007.50 with 126,960,284 shares outstanding. The approximate sale date is 08/22/2025. The filing discloses recent aggregated 10b5-1 sales on 08/21/2025 totaling 461,948 shares with gross proceeds of $29,134,552.21 across two sellers. The seller represents no possession of undisclosed material information and references Rule 10b5-1 procedures where applicable.

Positive

• Detailed disclosure of the sale including share count, acquisition date, broker, and aggregate market value
• Use of a major broker (Morgan Stanley Smith Barney LLC) and documented 10b5-1 sales indicate procedural compliance
• Seller representation that no undisclosed material adverse information is known

Negative

• Large insider sale size (482,750 shares; $30,476,007.50 aggregate market value) may be viewed unfavorably by some market participants
• Recent sizable 10b5-1 sales on 08/21/2025 totaling 461,948 shares could increase near-term selling pressure

Insights

Securities Analyst

TL;DR: Routine insider sale of founder shares totaling 482,750 shares, executed through a major broker; recent 10b5-1 activity shows orderly dispositions.

The filing documents a proposed sale of 482,750 common shares classified as Founders Shares acquired 09/27/2018, to be sold through Morgan Stanley Smith Barney LLC with an aggregate market value of $30,476,007.50 and an approximate sale date of 08/22/2025. The filing also records 10b5-1 executions on 08/21/2025 totaling 461,948 shares and $29,134,552.21 in gross proceeds across two sellers. These disclosures are consistent with planned insider liquidity events and use of broker-assisted and 10b5-1 mechanisms; they do not state any changes to operations, financial results, or management actions.

Corporate Governance Expert

TL;DR: Disclosure follows regulatory requirements for Rule 144 and references Rule 10b5-1 sales, indicating compliance-focused insider selling.

The submitter identifies the securities as Founders Shares acquired from the issuer on 09/27/2018 and affirms by signature that no material nonpublic information is known. The filing names the broker and provides precise share counts, values, and sale dates. The inclusion of contemporaneous 10b5-1 sales on 08/21/2025 demonstrates reliance on pre-established plans or aggregated programmatic sales. The document contains no statements about corporate actions, litigation, or financial performance.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	482750	30476007.50	126960284	08/22/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/27/2018	Founders Shares	Issuer			482750	09/27/2018	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for DM INDIVIDUAL AGGREGATOR, LLC 1930 W. Rio Salado Pkwy Tempe AZ 85281	Common	08/21/2025	178351	11248401.38
10b5-1 Sales for DM TRUST AGGREGATOR, LLC 1930 W. Rio Salado Pkwy Tempe AZ 85281	Common	08/21/2025	283597	17886150.83

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for Dutch Bros Inc. (BROS) disclose?

The form discloses a proposed sale of 482,750 common Founders Shares acquired on 09/27/2018, to be sold via Morgan Stanley Smith Barney LLC with an aggregate market value of $30,476,007.50 and an approximate sale date of 08/22/2025.

Were there any recent related sales reported for BROS?

Yes. The filing lists 10b5-1 sales on 08/21/2025 of 178,351 shares (gross proceeds $11,248,401.38) and 283,597 shares (gross proceeds $17,886,150.83), totaling 461,948 shares and $29,134,552.21.

What class of securities is being sold in the BROS filing?

The filing specifies the sale of Common stock, identified as Founders Shares in the acquisition table.

Does the filing state the seller has any undisclosed material information?

By signing the form, the person for whose account the securities are to be sold represents they do not know any material adverse information about the issuer that is not publicly disclosed.

Which exchange is cited for the proposed sale of BROS shares?

The filing lists the NYSE as the securities exchange for the proposed sale with an approximate sale date of 08/22/2025.