Dutch Bros (NYSE: BROS) CLO logs RSU conversion and tax share withholding

Rhea-AI Filing Summary

Dutch Bros Inc. Chief Legal Officer Victoria J. Tullett reported equity award activity involving restricted stock units and Class A common stock. On February 20, 2026, 1,168 restricted stock units were exercised or converted into 1,168 shares of Class A common stock at a price of $0.00 per share, increasing her direct holdings of Class A shares to 15,911 before subsequent tax withholding.

On the same date, 376 Class A shares were disposed of at $48.81 per share to satisfy tax obligations through share withholding, leaving Tullett with 15,535 directly held Class A shares after the transaction. Following the derivative transaction, she also directly holds 2,336 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock, and the award will vest in three equal installments of approximately 33.33% on February 20, 2026, February 20, 2027, and February 20, 2028.

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

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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^*

Tullett Victoria J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		M		1,168	A	(1)	15,911	D
Class A Common Stock	02/20/2026		F		376	D	$48.81	15,535	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)	02/20/2026		M			1,168	(2)	(2)	Class A Common Stock	1,168	$0	2,336	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, 33.33% of which will vest on each of February 20, 2026, February 20, 2027, and February 20, 2028.

Remarks:

	/s/ Betsy Judd, Attorney-in-Fact for Victoria Tullett	02/24/2026
	** 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).
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FAQ

What did Dutch Bros (BROS) Chief Legal Officer report in this Form 4?

The Chief Legal Officer reported exercising 1,168 restricted stock units into Class A common shares and a related tax-withholding share disposition. These transactions reflect equity compensation activity rather than an open-market stock purchase or sale.

How many Dutch Bros (BROS) shares did the Chief Legal Officer acquire and dispose of?

She acquired 1,168 Class A common shares through conversion of restricted stock units and disposed of 376 shares. The disposition was reported as payment of tax liability by delivering securities, not as a traditional open-market sale.

What are the vesting terms of the Dutch Bros (BROS) restricted stock unit award?

The restricted stock unit award vests in three equal installments of about 33.33% each. Vesting dates are scheduled for February 20, 2026, February 20, 2027, and February 20, 2028, subject to the award’s standard terms and conditions.

How many Dutch Bros (BROS) shares does the Chief Legal Officer hold after these transactions?

After the reported transactions, she directly holds 15,535 Class A common shares. In addition, she directly holds 2,336 restricted stock units, each representing a contingent right to receive one share of Class A common stock in the future.

Was the Dutch Bros (BROS) share disposition an open-market sale by the Chief Legal Officer?

No. The 376-share disposition was reported under transaction code “F,” indicating shares were withheld to pay exercise price or tax liabilities. This is a tax-withholding mechanism, not a discretionary open-market share sale.

What does each Dutch Bros (BROS) restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of Dutch Bros Class A common stock. The units convert into shares upon vesting, according to the award’s schedule and conditions described in the filing’s footnotes.