[144] Dutch Bros Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filing for Dutch Bros Inc. (BROS) reports a proposed sale of 283,597 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $17,849,595.18. The shares were originally issued as founders' shares on 09/27/2018. The filing notes earlier 10b5-1 sales on 05/22/2025 totaling 722,841 shares for related aggregator entities, generating gross proceeds of $48,302,404.14. There is no earnings or operational information included; the filer attests they are not aware of undisclosed material adverse information and references Rule 10b5-1 trading plan language.

Positive

• Regulatory compliance: The filer discloses proposed sale details and prior 10b5-1 sales consistent with Rule 144 requirements
• Transparency on acquisition: The filing specifies the shares were acquired as founders' shares on 09/27/2018

Negative

• Insider selling activity: A proposed sale of 283,597 shares (aggregate value $17.85M) and prior 10b5-1 sales of 722,841 shares may be viewed unfavorably by some investors
• Missing plan date/signature details: The visible filing text does not show the plan adoption date or signature information for the 10b5-1 plan

Insights

Securities Analyst

TL;DR Proposed sale of founder shares worth $17.8M, plus prior 10b5-1 sales totaling $48.3M, disclosed under Form 144.

The filing documents a typical insider sale notice: 283,597 shares proposed for sale via Morgan Stanley, representing roughly 0.22% of the 126,960,284 outstanding shares reported in the form. The notice confirms acquisition as founders' shares on 09/27/2018 and references prior 10b5-1 executions on 05/22/2025 that produced gross proceeds of $48.3M. This is primarily a disclosure of intent to sell and prior sales activity; the filing contains no operating, financial performance, or forward-looking information.

Corporate Governance Expert

TL;DR Filing shows compliance with Rule 144 and documents prior 10b5-1 plan-related sales.

The notice fulfills regulatory requirements by stating the class, broker, number of shares, and acquisition details (founders' shares). It includes representations about absence of undisclosed material adverse information and references the Rule 10b5-1 framework. No dates for plan adoption or signature are provided in the visible text. For governance review, the key items disclosed are the large prior 10b5-1 sales and the current proposed sale; no operational or board-level changes are disclosed.

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	283597	17849595.18	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			283597	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 the Form 144 filed for Dutch Bros (BROS) disclose?

The filing discloses a proposed sale of 283,597 common shares via Morgan Stanley valued at $17,849,595.18 and notes prior 10b5-1 sales on 05/22/2025 totaling 722,841 shares with gross proceeds of $48,302,404.14.

When were the shares that are being sold originally acquired?

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

Through which broker will the proposed sale be executed?

The proposed sale is to be executed through Morgan Stanley Smith Barney LLC on the NYSE.

How many shares are outstanding according to the Form 144?

The filing lists 126,960,284 shares outstanding for the class referenced.

Were there any recent related sales by affiliated entities?

Yes. The filing lists 10b5-1 sales on 05/22/2025 by aggregator entities totaling 722,841 shares.

Does the filing include company operational or financial results?

No. The Form 144 contains only securities sale and acquisition details and does not include earnings or operational information.