Dutch Bros (BROS) director boosts stake with 2,000-share buy and new RSU grant

Filing Impact

(Moderate)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

Dutch Bros Inc. director Todd Allan Penegor reported several equity transactions. He made an open-market purchase of 2,000 shares of Class A Common Stock at $51.175 per share, bringing his direct common stock holdings to 5,358 shares.

On an earlier date, he exercised 444 restricted stock units, receiving the same number of Class A shares. He also received a new grant of 3,099 restricted stock units, each representing a right to one Class A share. According to the vesting terms, this new RSU award will vest in four 25% installments between August 20, 2026 and May 20, 2027 or the 2027 annual stockholder meeting.

Insights

Director makes a modest open-market buy alongside routine RSU activity.

The filing shows director Todd Allan Penegor buying 2,000 Dutch Bros Class A shares in the open market at $51.175 per share. This increases his direct holdings to 5,358 shares, indicating a larger personal equity stake.

Separately, he both exercised and received restricted stock units (RSUs). An earlier RSU award delivered 444 shares on vesting, while a new award of 3,099 RSUs will vest in four equal 25% tranches between August 20, 2026 and May 20, 2027 or the 2027 annual meeting. These are standard director compensation mechanics rather than large, thesis-changing transactions.

Insider Trade Summary

Net Buyer: 2,000 shares ($102,350)

Net Buy 4 txns

Insider Penegor Todd Allan

Role null

Bought 2,000 shs ($102K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock	2,000	$51.175	$102K
Exercise	Restricted Stock Units	444	$0.00	--
Grant/Award	Restricted Stock Units	3,099	$0.00	--
Exercise	Class A Common Stock	444	$0.00	--

Holdings After Transaction: Class A Common Stock — 5,358 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The reporting person received an award of restricted stock units, 25% of which vested on each of August 20, 2025, November 20, 2025, February 20, 2026, and the date of the Issuer's 2026 annual stockholder meeting, which occurred on May 13, 2026. The reporting person received an award of restricted stock units, 25% of which will vest on each of August 20, 2026, November 20, 2026, February 20, 2027, and the remaining 25% will vest on the earlier of (i) May 20, 2027, and (ii) the date of the Issuer's 2027 annual stockholder meeting.

Key Figures

Open-market purchase: 2,000 shares at $51.175 Shares owned after purchase: 5,358 shares RSUs exercised: 444 units +2 more

5 metrics

Open-market purchase 2,000 shares at $51.175 Class A Common Stock bought on May 15, 2026

Shares owned after purchase 5,358 shares Direct Class A Common Stock holdings following transactions

RSUs exercised 444 units Restricted stock units converted into Class A shares on May 13, 2026

New RSU grant 3,099 units Restricted stock units granted on May 13, 2026

RSU vesting schedule 4 tranches of 25% New award vests from Aug 20, 2026 through May 20, 2027 or 2027 meeting

Key Terms

Restricted Stock Units, open-market purchase, derivative exercise/conversion, grant, award, or other acquisition, +1 more

5 terms

Restricted Stock Units financial

"The reporting person received an award of restricted stock units, 25% of which vested..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

open-market purchase financial

"transaction_action": "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

vesting financial

"25% of which will vest on each of August 20, 2026, November 20, 2026, February 20, 2027..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 08:03 PM

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
Estimated average burden
hours per response:			0.5

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^*

Penegor Todd Allan

(Last)

(First)

(Middle)

C/O DUTCH BROS INC.

1930 W RIO SALADO PKWY

(Street)

TEMPE

ARIZONA

85281

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/13/2026		M		444	A	$0	3,358	D
Class A Common Stock	05/15/2026		P		2,000	A	$51.175	5,358	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/13/2026		M			444	⁽²⁾	⁽²⁾	Class A Common Stock	444	$0	0	D
Restricted Stock Units	⁽¹⁾	05/13/2026		A		3,099		⁽³⁾	⁽³⁾	Class A Common Stock	3,099	$0	3,099	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 vested on each of August 20, 2025, November 20, 2025, February 20, 2026, and the date of the Issuer's 2026 annual stockholder meeting, which occurred on May 13, 2026.

3. The reporting person received an award of restricted stock units, 25% of which will vest on each of August 20, 2026, November 20, 2026, February 20, 2027, and the remaining 25% will vest on the earlier of (i) May 20, 2027, and (ii) the date of the Issuer's 2027 annual stockholder meeting.

Remarks:

	/s/ Victoria Tullett, Attorney-in-Fact for Todd Penegor	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Dutch Bros (BROS) director Todd Penegor buy in this Form 4?

Director Todd Penegor bought 2,000 shares of Dutch Bros Class A Common Stock in an open-market purchase at $51.175 per share. After this transaction, he directly owns 5,358 Class A shares, increasing his personal equity exposure to the company.

How many Dutch Bros (BROS) shares does Todd Penegor own after these transactions?

After the reported transactions, Todd Penegor directly owns 5,358 shares of Dutch Bros Class A Common Stock. This total reflects his new 2,000-share open-market purchase plus shares received earlier from the vesting and exercise of 444 restricted stock units into common shares.

What restricted stock units did Todd Penegor receive from Dutch Bros (BROS)?

Todd Penegor received a new grant of 3,099 restricted stock units, each representing one Dutch Bros Class A share. These RSUs vest in four 25% installments between August 20, 2026 and the earlier of May 20, 2027 or the company’s 2027 annual stockholder meeting.

Did Todd Penegor exercise any Dutch Bros (BROS) equity awards in this Form 4?

Yes. Todd Penegor exercised 444 restricted stock units, converting them into 444 shares of Dutch Bros Class A Common Stock at a stated price of $0.00 per unit. This exercise reflects the vesting of a prior RSU award granted as part of his director compensation.

How do the Dutch Bros (BROS) RSU vesting terms work for Todd Penegor?

Each RSU equals one Class A share, delivered at vesting. A prior award vested 25% on four dates ending May 13, 2026. The new 3,099-unit award vests 25% on August 20, 2026, November 20, 2026, February 20, 2027, and a final 25% by May 20, 2027 or the 2027 meeting.