BROS Insider Filing: 483,568 Founder Shares Proposed for Sale ($31.7M)

Rhea-AI Filing Summary

Dutch Bros Inc. (BROS) Form 144 notice of proposed sale. The filing notifies a proposed sale of 483,568 shares of common stock through Morgan Stanley Smith Barney with an aggregate market value of $31,683,375.36, with an approximate sale date of 08/25/2025 on the NYSE. The shares were originally acquired as Founders Shares on 09/27/2018. The filing also discloses multiple recent Rule 10b5-1 sales during August 2025 totaling 1,712,319 shares and gross proceeds across those trades of $110,991,230.87. The filer certifies no undisclosed material information and indicates use of broker and 10b5-1 plans for sales.

Positive

• Full disclosure of planned sale details including number of shares, broker, acquisition date, and market value
• Use of Rule 10b5-1 sales indicates pre-arranged trading plans were employed for prior August 2025 transactions
• Broker-facilitated execution via Morgan Stanley Smith Barney for the proposed sale

Negative

• Large insider liquidity events disclosed: 1,712,319 shares sold in August 2025 with gross proceeds of $110,991,230.87
• Proposed sale of 483,568 founder shares valued at $31,683,375.36 could be perceived as significant insider selling

Insights

Securities Analyst

TL;DR: Large pre-arranged insider sales disclosed; routine SEC Form 144 filing documenting planned liquidation.

The notice documents a planned sale of 483,568 founder shares via Morgan Stanley and records substantial 10b5-1 program sales earlier in August 2025 totaling 1,712,319 shares with aggregate gross proceeds of $110,991,230.87. This is a disclosure of disposition activity rather than operating performance. Investors should view this as an insider liquidity event formally reported under Rule 144 and supported by broker-facilitated and 10b5-1 transactions stated in the filing.

Compliance / Corporate Governance Expert

TL;DR: Filing appears to follow Rule 144 and 10b5-1 disclosure requirements; signer affirms no undisclosed material information.

The document provides the required Form 144 particulars: class of shares, broker identity, acquisition date, and confirmation of trading-plan-related sales. The inclusion of 10b5-1 sales and the representation regarding material information are consistent with standard compliance practice for pre-arranged insider dispositions under SEC rules.

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	483568	31683375.36	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			483568	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 the Form 144 filed for BROS disclose?

The Form 144 discloses a proposed sale of 483,568 common shares through Morgan Stanley with an aggregate market value of $31,683,375.36 and an approximate sale date of 08/25/2025.

Were there recent 10b5-1 sales by BROS insiders?

Yes. The filing reports multiple 10b5-1 sales during August 2025 totaling 1,712,319 shares with gross proceeds of $110,991,230.87.

When were the shares to be sold originally acquired?

The shares were acquired as Founders Shares on 09/27/2018 according to the filing.

Which broker is handling the proposed sale in the Form 144?

Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004 is listed as the broker.

Does the filing state there is undisclosed material information?

The filer represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.