Dutch Bros (BROS) chair’s entities convert Dutch Mafia units into millions of shares

Rhea-AI Filing Summary

Dutch Bros Inc. executive chairman Travis Boersma, through affiliated entities, reported derivative conversions that increased indirect holdings of Class A Common Stock. DM Individual Aggregator, LLC acquired 3,445,200 shares, bringing its indirect position to 3,455,017 shares, while DM Trust Aggregator, LLC acquired 6,454,800 shares, raising its indirect position to 6,470,410 shares.

These shares were received upon conversion of Dutch Mafia, LLC Class A Common Units, which are exchangeable into Class A Common Stock on a one-for-one basis with no exercise price and no expiration, under Dutch Mafia’s amended and restated limited liability company agreement. A further 713,090 Class A Common Units remain indirectly held via DMI Holdco LLC. Boersma manages the DM entities and disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

9,900,000 shares exercised/converted

Mixed 5 txns

Insider Boersma Travis

Role Executive Chairman of Board

Type	Security	Shares	Price	Value
Conversion	Class A Common Units	6,454,800	$0.00	--
Conversion	Class A Common Units	3,445,200	$0.00	--
Conversion	Class A Common Stock	6,454,800	$0.00	--
Conversion	Class A Common Stock	3,445,200	$0.00	--
holding	Class A Common Units	--	--	--

Holdings After Transaction: Class A Common Units — 22,670,760 shares (Indirect, By DM Trust Aggregator, LLC); Class A Common Stock — 6,470,410 shares (Indirect, By DM Trust Aggregator, LLC)

Footnotes (1)

1. In accordance with the amended and restated limited liability company agreement of Dutch Mafia, LLC ("Dutch Mafia"), Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. The Class A Common Units of Dutch Mafia do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges. The Reporting Person is the manager of DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.

Key Figures

Shares acquired by DM Individual Aggregator, LLC: 3,445,200 shares DM Individual Aggregator, LLC post-transaction holdings: 3,455,017 shares Shares acquired by DM Trust Aggregator, LLC: 6,454,800 shares +2 more

5 metrics

Shares acquired by DM Individual Aggregator, LLC 3,445,200 shares Class A Common Stock acquired via derivative conversion on April 27, 2026

DM Individual Aggregator, LLC post-transaction holdings 3,455,017 shares Indirect Class A Common Stock after conversion on April 27, 2026

Shares acquired by DM Trust Aggregator, LLC 6,454,800 shares Class A Common Stock acquired via derivative conversion on April 27, 2026

DM Trust Aggregator, LLC post-transaction holdings 6,470,410 shares Indirect Class A Common Stock after conversion on April 27, 2026

Remaining Dutch Mafia Class A Common Units 713,090 units Indirectly held via DMI Holdco LLC, exchangeable 1:1 into stock

Key Terms

Class A Common Units, derivative conversion, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +1 more

5 terms

Class A Common Units financial

"Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer."

derivative conversion financial

"transaction_action": "derivative conversion","transaction_code_description": "Conversion of derivative security""

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein"

Section 16 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

limited liability company agreement regulatory

"In accordance with the amended and restated limited liability company agreement of Dutch Mafia, LLC"

A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

Form 4 Insider Transactions: What Each Field Means →

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^*

Boersma Travis

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman of Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/27/2026		C(1)		6,454,800	A	$0	6,470,410	I	By DM Trust Aggregator, LLC(2)
Class A Common Stock	04/27/2026		C(1)		3,445,200	A	$0	3,455,017	I	By DM Individual Aggregator, LLC(2)

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
Class A Common Units(3)	(1)	04/27/2026		C(1)			6,454,800	(1)	(1)	Class A Common Stock	6,454,800	$0	22,670,760	I	By DM Trust Aggregator, LLC(2)
Class A Common Units(3)	(1)	04/27/2026		C(1)			3,445,200	(1)	(1)	Class A Common Stock	3,445,200	$0	14,871,616	I	By DM Individual Aggregator, LLC(2)
Class A Common Units(3)	(1)							(1)	(1)	Class A Common Stock	713,090		713,090	I	By DMI Holdco LLC(2)

Explanation of Responses:

1. In accordance with the amended and restated limited liability company agreement of Dutch Mafia, LLC ("Dutch Mafia"), Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. The Class A Common Units of Dutch Mafia do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.

2. The Reporting Person is the manager of DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.

3. Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma	04/29/2026
	** 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)

FAQ

What did Dutch Bros (BROS) executive chairman Travis Boersma report in this Form 4?

He reported indirect acquisitions of Dutch Bros Class A Common Stock via entity-level derivative conversions. DM Individual Aggregator, LLC and DM Trust Aggregator, LLC together received millions of shares through exchanges of Dutch Mafia Class A Common Units into common stock.

How many Dutch Bros (BROS) shares did DM Individual Aggregator, LLC acquire?

DM Individual Aggregator, LLC acquired 3,445,200 shares of Class A Common Stock, bringing its total indirect holdings to 3,455,017 shares. These shares came from converting Class A Common Units of Dutch Mafia, LLC on a one-for-one basis into stock.

How many Dutch Bros (BROS) shares did DM Trust Aggregator, LLC acquire in the conversion?

DM Trust Aggregator, LLC acquired 6,454,800 shares of Class A Common Stock. After this derivative conversion, its indirect holdings increased to 6,470,410 shares. The transaction reflects exchanges of Dutch Mafia Class A Common Units into Dutch Bros Class A Common Stock.

What are Dutch Mafia, LLC Class A Common Units in relation to Dutch Bros (BROS) shares?

Dutch Mafia, LLC Class A Common Units are exchangeable one-for-one into Dutch Bros Class A Common Stock. According to the agreement, they have no expiration date and require no exercise price when exchanged into common shares.

Does Travis Boersma directly own the Dutch Bros (BROS) securities reported here?

The securities are held indirectly through DM Trust Aggregator, LLC, DM Individual Aggregator, LLC, and DMI Holdco LLC. As manager of these entities, Boersma disclaims beneficial ownership beyond his pecuniary interest, as stated in the Form 4 footnote.

What derivative position remains after these Dutch Bros (BROS) conversions?

After the reported conversions, an indirect derivative position of 713,090 Class A Common Units of Dutch Mafia, LLC remains via DMI Holdco LLC. These units are still exchangeable one-for-one into Dutch Bros Class A Common Stock with no exercise price.