[144] Dutch Bros Inc. SEC Filing

Rhea-AI Filing Summary

Dutch Bros, Inc. (BROS) filed a Form 144 reporting a proposed sale of 304,113 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $19,925,483.76. The filing lists 126,960,284 shares outstanding and an approximate sale date of 08/25/2025. The securities were acquired as founders shares on 09/27/2018. The filing also discloses recent Rule 10b5-1 sales on 08/21/2025 and 08/22/2025, showing multiple sales by related aggregator entities totaling several hundred thousand shares and gross proceeds reported for each trade. The filer attests there is no undisclosed material adverse information and references Rule 10b5-1 trading plans where applicable.

Positive

• Full regulatory disclosure of proposed sale including broker, share count, and aggregate market value
• Use of Rule 10b5-1 plans is documented for recent sales, indicating trades may be pre-planned

Negative

• Large insider sale value reported: $19,925,483.76 aggregate market value for proposed sale
• Recent substantial 10b5-1 sales on 08/21/2025 and 08/22/2025 with reported gross proceeds, indicating ongoing insider liquidity

Insights

Securities Analyst

TL;DR Insider founder shares proposed for sale; filing details amounts, dates, and recent 10b5-1 transactions.

The Form 144 provides clear disclosure of a proposed sale of 304,113 common shares with an aggregate market value of $19,925,483.76 and confirms the shares were acquired as founders shares on 09/27/2018. The filing lists the broker (Morgan Stanley Smith Barney) and an approximate sale date of 08/25/2025. It also documents recent 10b5-1 sales on 08/21/2025 and 08/22/2025 with reported gross proceeds. For investors, the filing is a standard insider sale notice that documents execution channels and prior plan-based sales; it does not itself disclose operational or financial performance information about the issuer.

Corporate Governance Expert

TL;DR Filing shows compliance with disclosure rules and reference to 10b5-1 plans; commitments and attestations are included.

The notice includes the mandatory attestation that the seller is not aware of undisclosed material adverse information and indicates reliance on Rule 10b5-1 where applicable, including plan adoption dates referenced in the remarks section. Broker details and specific share counts are provided, supporting transparency of an insider liquidity event. The filing does not contain corporate governance changes, board actions, or other internal governance developments.

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	304113	19925483.76	126960284	08/25/2025	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			304113	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	08/22/2025	482750	31461589.90
10b5-1 Sales for DM TRUST AGGREGATOR, LLC 1930 W. Rio Salado Pkwy Tempe AZ 85281	Common	08/22/2025	767621	50027088.76
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 Dutch Bros (BROS) report in this Form 144?

The Form 144 reports a proposed sale of 304,113 common shares through Morgan Stanley Smith Barney with an aggregate market value of $19,925,483.76 and an approximate sale date of 08/25/2025.

When were the securities to be sold originally acquired?

The securities were acquired as founders shares on 09/27/2018 according to the filing.

Does the filing show any recent sales by related entities?

Yes. The filing lists Rule 10b5-1 sales on 08/21/2025 and 08/22/2025 by related aggregator entities with reported amounts and gross proceeds for each trade.

Who is the broker handling the proposed sale for BROS?

The broker named in the filing is Morgan Stanley Smith Barney LLC located at 1 New York Plaza, New York, NY.

What attestation does the filer make in the Form 144?

The filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed and references Rule 10b5-1 compliance where applicable.

How many shares outstanding does the filing state for Dutch Bros?

The filing reports 126,960,284 shares outstanding.