BROS Form 4: Ann Miller awarded 445 shares and RSUs with vesting schedule

Rhea-AI Filing Summary

Ann M. Miller, a director of Dutch Bros Inc. (BROS), received equity awards on 08/20/2025. The Form 4 reports acquisition of 445 shares of Class A common stock at $0 and an award of 445 restricted stock units (RSUs) that convert 1-for-1 to Class A shares. Following the reported transactions, the filing shows 9,990 shares beneficially owned and 1,334 derivative securities beneficially owned. The RSUs vest in four installments: 25% on 08/20/2025, 25% on 11/20/2025, 25% on 02/20/2026, and the final 25% on the earlier of 05/20/2026 or the 2026 annual stockholder meeting.

Positive

• Director received equity compensation (445 shares and 445 RSUs), aligning director incentives with shareholders
• Clear RSU vesting schedule provided: 25% on each scheduled date through May 2026 or the 2026 annual meeting
• Form 4 filed and signed by attorney-in-fact, indicating procedural compliance with Section 16 reporting

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a modest equity award: 445 shares and 445 RSUs with a clear four-step vesting schedule, leaving total beneficial ownership of 9,990 shares.

The reported grant is a routine director equity award disclosed under Section 16 reporting rules. The award price is reported as $0, indicating it is a compensatory grant rather than an open-market purchase. The filing quantifies post-transaction beneficial ownership at 9,990 shares and shows 1,334 derivative securities beneficially owned, clarifying current and potential future dilution from outstanding RSUs. The explicit vesting timetable (four tranches through May 2026 or the 2026 meeting) provides transparency on when additional shares may become issued to the director.

Corporate Governance Expert

TL;DR: Disclosure is complete for the award: transaction codes, amounts, vesting schedule, and signature by attorney-in-fact are all provided.

The Form 4 includes required elements: reporting person identity, relationship (Director), transaction date (08/20/2025), transaction code (M), amounts acquired (445 shares and 445 RSUs), and the vesting schedule for the RSUs. The form is signed by an attorney-in-fact and dated 08/21/2025, supporting procedural compliance with Section 16 reporting. No amendments or additional conditions beyond the stated vesting timetable are included in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Ann M

(Last) (First) (Middle)

C/O DUTCH BROS INC.

1930 W RIO SALADO PKWY

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dutch Bros Inc. [ BROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/20/2025		M		445	A	$0	9,990	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/20/2025		M			445	(2)	(2)	Class A Common Stock	445	$0	1,334	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. The reporting person received an award of restricted stock units, 25% of which will vest on each of August 20, 2025, November 20, 2025, February 20, 2026, and the remaining 25% will vest on the earlier of (i) May 20, 2026, and (ii) the date of the Issuer's 2026 annual stockholder meeting.

Remarks:

	/s/ Betsy Judd, Attorney-in-Fact for Ann Miller	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ann M. Miller report on the Form 4 for BROS?

The Form 4 reports acquisition of 445 Class A shares and an award of 445 RSUs on 08/20/2025, showing 9,990 shares beneficially owned after the transaction.

How do the 445 restricted stock units for BROS vest?

The RSUs vest 25% on 08/20/2025, 25% on 11/20/2025, 25% on 02/20/2026, and the final 25% on the earlier of 05/20/2026 or the issuer's 2026 annual stockholder meeting.

What transaction code was used on the Form 4 for the BROS award?

The filing uses Transaction Code M, indicating acquisition of securities in connection with a compensatory award.

How many derivative securities does the filing show after the transaction?

The Form 4 reports 1,334 derivative securities beneficially owned following the reported transactions.

Who signed the Form 4 for Ann M. Miller?

The Form 4 was signed by /s/ Betsy Judd, Attorney-in-Fact for Ann Miller and dated 08/21/2025.