BROS insider sale: 767,621 shares (~$48.5M) via Morgan Stanley

Rhea-AI Filing Summary

Form 144 filed for Dutch Bros Inc. (BROS) discloses a proposed sale of 767,621 common shares through Morgan Stanley Smith Barney LLC, with an aggregate market value of $48,459,913.73, and an approximate sale date of 08/22/2025 on the NYSE. The shares were originally acquired as founders shares on 09/27/2018. The filing also reports prior sales during the past three months: 178,351 and 283,597 common shares sold on 08/21/2025, generating gross proceeds of $11,248,401.38 and $17,886,150.83 respectively. The notice states the seller represents no undisclosed material adverse information and, if applicable, reliance on a 10b5-1 trading plan is indicated by including the plan adoption date.

Positive

• None.

Negative

• Proposed insider sale of 767,621 shares (approx. $48.46M) represents meaningful insider liquidity and could exert selling pressure
• Recent aggregated sales of 461,948 shares on 08/21/2025 produced over $29.13M in gross proceeds, indicating ongoing disposition activity

Insights

Securities Analyst

TL;DR Insider-founders shares of BROS are being sold: a substantial block and earlier aggregated sales totaling 461,948 shares.

The Form 144 shows a proposed disposition of 767,621 founder shares valued at about $48.46 million, with recent reported block sales of 178,351 and 283,597 shares on 08/21/2025. These disclosures indicate significant insider liquidity rather than operational or financial changes at the issuer. Materiality for investors depends on share count relative to total outstanding; here the filing reports 126,960,284 shares outstanding, so the proposed sale equals roughly 0.6% of outstanding shares, which could modestly increase sell-side pressure but is not a controlling disposition.

Corporate Governance Expert

TL;DR A founder is liquidating a meaningful but non-controlling stake; disclosure follows Rule 144 mechanics and includes prior 10b5-1 sales.

The filing confirms the securities were originally acquired as founders shares in 2018 and names the executing broker. The inclusion of 10b5-1 aggregated sales for related entities suggests planned trading arrangements rather than opportunistic sales. Governance impact is limited if sales conform to pre-established plans and the seller affirms no undisclosed material adverse information. Investors should note the timing and scale but the filing itself does not allege issuer issues.

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	767621	48459913.73	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			767621	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 (BROS) disclose?

The filing discloses a proposed sale of 767,621 common shares (founders shares) valued at $48,459,913.73, with an approximate sale date of 08/22/2025 on the NYSE.

How many shares were sold in the prior three months according to the filing?

The filing reports two sales on 08/21/2025 totaling 461,948 shares (178,351 and 283,597) with combined gross proceeds of $29,134,552.21.

What type of shares are being sold and when were they acquired?

The securities are common founders shares acquired on 09/27/2018 from the issuer.

Which broker is handling the proposed sale?

The proposed sale is to be executed through Morgan Stanley Smith Barney LLC (Executive Financial Services, New York, NY).

What statement does the seller make about material information?

By signing the notice, the seller represents they do not know any material adverse information about the issuer that has not been publicly disclosed.