[Form 4] Dutch Bros Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thomas J. Davis, a director of Dutch Bros Inc. (BROS), reported awards and acquisitions on 08/20/2025. He was recorded as directly beneficially owning 12,787 shares of Class A common stock after a reported acquisition of 445 shares at a $0 price and receipt of 445 restricted stock units (RSUs). Each RSU represents the contingent right to one share, with vesting in four equal installments: 25% on Aug 20, 2025, 25% on Nov 20, 2025, 25% on Feb 20, 2026, and the final 25% on the earlier of May 20, 2026 or the 2026 annual meeting. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Davis on 08/21/2025.

Positive

• Director alignment: Grant of RSUs aligns the director's compensation with shareholder interests through equity vesting.
• Timely disclosure: Form 4 filed promptly with signature by attorney-in-fact on 08/21/2025, indicating compliance with reporting rules.

Negative

• Potential dilution: RSUs represent contingent future issuance of 445 shares upon vesting, which will increase outstanding shares when settled.

Insights

Financial Analyst

TL;DR Insider received a modest equity grant increasing direct holdings by 445 shares plus 445 RSUs with a phased vesting schedule.

The transaction is a routine equity compensation event for a director rather than an open-market purchase or sale. The reporting shows 445 shares acquired at $0 and 445 RSUs that vest over four installments, which will convert into shares upon vesting. The immediate impact on outstanding shares is limited to future vesting dates; current direct ownership post-transaction is 12,787 shares. For investors, this is a disclosure of insider compensation and alignment rather than a signal of material corporate change.

Corporate Governance Expert

TL;DR Standard director equity award disclosed with clear vesting terms and timely filing by attorney-in-fact.

The Form 4 identifies Mr. Davis as a director and transparently describes the RSU vesting schedule and contingent nature of the units. The filing was completed the day after the transaction, signed by an attorney-in-fact, which conforms to procedural expectations. The award aligns director compensation with shareholder outcomes through time-based vesting tied to the 2026 annual meeting date for the final tranche.

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^*

Davis Thomas James

(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	12,787	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 Thomas J Davis	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 Thomas J. Davis report on Form 4 for BROS?

He reported acquisition of 445 Class A shares at $0 and receipt of 445 restricted stock units (RSUs), with total direct ownership of 12,787 shares following the transaction.

When do the RSUs awarded to the BROS director vest?

The RSUs vest 25% on each of Aug 20, 2025, Nov 20, 2025, and Feb 20, 2026, with the final 25% vesting on the earlier of May 20, 2026 or the Issuer's 2026 annual stockholder meeting.

How many shares does Thomas J. Davis beneficially own after the reported transaction?

The Form 4 reports he beneficially owns 12,787 shares of Class A common stock following the transaction.

Was the Form 4 for BROS filed on time and who signed it?

The transaction date is 08/20/2025 and the Form 4 was signed by Betsy Judd, Attorney-in-Fact for Thomas J. Davis on 08/21/2025.

Do the RSUs reported on the BROS Form 4 convert into shares?

Yes, each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock upon vesting.