[144] Dutch Bros Inc. SEC Filing

Rhea-AI Filing Summary

Dutch Bros Inc. (BROS) notice reports a proposed sale under Rule 144 of 178,351 common shares through Morgan Stanley Smith Barney with an aggregate market value of $11,225,411.94. The filing shows these were acquired as founders shares on 09/27/2018 and payment was recorded as N/A at acquisition. The form lists recent related sales dated 05/22/2025 totaling 722,841 shares (159,254 and 563,587) with gross proceeds of $10,641,830.04 and $37,660,574.10, respectively. The issuer has 126,960,284 shares outstanding, making the proposed sale roughly 0.14% of outstanding shares. The signer certifies no undisclosed material adverse information and, if applicable, reliance on a Rule 10b5-1 plan is noted.

Positive

• Full acquisition history provided: the filing specifies acquisition date (09/27/2018) and nature (Founders Shares), supporting traceability.
• Broker and execution details included: Morgan Stanley Smith Barney is named, giving clear execution channel for the proposed sale.
• Certifies no undisclosed material information: signer represents absence of material nonpublic information and notes Rule 10b5-1 reliance procedures.

Negative

• Significant recent insider sales: prior 10b5-1 sales on 05/22/2025 total 722,841 shares with aggregate gross proceeds of about $48.3 million, which may attract investor attention.
• Large dollar value: the proposed sale value ($11.23 million) is material in absolute terms even if small relative to outstanding shares.

Insights

Securities Analyst

TL;DR: Insider-related sale of founders shares is modest relative to outstanding stock and follows prior 10b5-1 program disposals.

The filing documents a proposed Rule 144 sale of 178,351 shares valued at $11.2 million, acquired as founders shares in 2018. Recent 10b5-1 sales on 05/22/2025 show larger dispositions totaling 722,841 shares for roughly $48.3 million in gross proceeds. Relative to 126.96 million shares outstanding, the current notice represents approximately 0.14% dilution, indicating the sale is unlikely to materially affect market supply alone. Still, clustered sales under 10b5-1 may warrant monitoring for timing and signaling to the market.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements and includes representation about material nonpublic information and possible 10b5-1 reliance.

The form provides required acquirer and acquisition details: founders shares dated 09/27/2018 and broker information (Morgan Stanley Smith Barney). It also includes the mandatory certification about no undisclosed material adverse information and references plan adoption/instruction dates when relying on Rule 10b5-1. Documentation appears procedurally complete for a Rule 144 notice, supporting transparency for investor oversight.

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	178351	11225411.94	126960284	08/21/2025	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			178351	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	05/22/2025	159254	10641830.04
10b5-1 Sales for DM TRUST AGGREGATOR, LLC 1930 W. Rio Salado Pkwy Tempe AZ 85281	Common	05/22/2025	563587	37660574.10

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 Form 144 filed by BROS report?

The notice reports a proposed sale of 178,351 common shares valued at $11,225,411.94 through Morgan Stanley Smith Barney.

When were the shares being sold originally acquired?

The shares were acquired as founders shares on 09/27/2018.

How many shares has the filer sold recently for BROS?

Related 10b5-1 sales on 05/22/2025 show 159,254 and 563,587 shares sold, totaling 722,841 shares.

What percent of outstanding stock does the proposed sale represent?

178,351 shares represent approximately 0.14% of the 126,960,284 shares outstanding.

Does the filing state whether a 10b5-1 plan is used?

The form includes fields for plan adoption/instruction date and references 10b5-1 sales, indicating possible reliance on such plans for past transactions.