Dutch Bros holder adjusts units in recapitalization

DM Individual Aggregator, LLC, a major Dutch Bros Inc. holder, reported an internal restructuring transaction on Class A Common Units and Class B Common Stock tied to Dutch Mafia, LLC.

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Rhea-AI Filing Summary

DM Individual Aggregator, LLC, a major Dutch Bros Inc. holder, reported an internal restructuring transaction on Class A Common Units and Class B Common Stock tied to Dutch Mafia, LLC.

On April 22, 2026, Dutch Mafia Class A Common Units were recapitalized through a reverse unit split. This recapitalization canceled 33,022 shares of Dutch Bros Class B Common Stock without consideration and reduced the units and shares beneficially owned by DM Individual Aggregator, LLC.

Following the change, the reporting person held 14,143,857 shares of Class B Common Stock and 18,316,816 Class A Common Units. The units are exchangeable one-for-one into Class A Common Stock, and certain units are paired with an equal number of Class B shares that are surrendered and canceled upon exchange.

Insider Trade Summary

Other: 30,472 shares

Other 2 txns

Insider DM Individual Aggregator, LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Units	17,195	$0.00	$0.00
Other	Class B Common Stock	13,277	$0.00	$0.00

Holdings After Transaction: Class A Common Units — 18,316,816 contracts (Direct); Class B Common Stock — 14,143,857 shares (Direct)

Footnotes (3)

F1. On April 22, 2026, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the cancellation without consideration of 33,022 shares of the Issuer's Class B Common Stock, in accordance with the limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Individual Aggregator, LLC were reduced by 17,195 units, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Individual Aggregator, LLC were reduced by 13,277 shares.
F2. Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.
F3. In accordance with the limited liability company agreement of 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. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.

Key Figures

Class B shares canceled overall: 33,022 shares Class B shares reduced for holder: 13,277 shares Class A units reduced for holder: 17,195 units +3 more

6 metrics

Class B shares canceled overall 33,022 shares Dutch Bros Class B Common Stock canceled without consideration in recapitalization

Class B shares reduced for holder 13,277 shares Decrease in Dutch Bros Class B shares beneficially owned by DM Individual Aggregator, LLC

Class A units reduced for holder 17,195 units Decrease in Dutch Mafia Class A Common Units for DM Individual Aggregator, LLC

Class B shares after transaction 14,143,857 shares Dutch Bros Class B Common Stock held following the restructuring

Class A units after transaction 18,316,816 units Dutch Mafia Class A Common Units held following the restructuring

Restructuring share impact 30,472 equity interests Total restructuringShares flagged across transactions in transactionSummary

Key Terms

reverse unit split, recapitalized, Class A Common Units, Paired Units, +1 more

5 terms

reverse unit split financial

"Class A Common Units of Dutch Mafia, LLC were recapitalized through a reverse unit split"

recapitalized financial

"the Class A Common Units of Dutch Mafia, LLC were recapitalized through a reverse unit split"

Class A Common Units financial

"the Class A Common Units of Dutch Mafia beneficially owned by DM Individual Aggregator, LLC were reduced"

Paired Units financial

"Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units")"

beneficially owned financial

"the shares of Class B Common Stock of the Issuer beneficially owned by DM Individual Aggregator, LLC were reduced"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did DM Individual Aggregator, LLC report for Dutch Bros (BROS)?

DM Individual Aggregator, LLC reported an internal restructuring on April 22, 2026. A reverse unit split at Dutch Mafia, LLC canceled 33,022 Dutch Bros Class B shares, reducing the reporting person’s holdings of both Class B shares and Class A Common Units.

How many Dutch Bros Class B shares were reduced for DM Individual Aggregator, LLC?

The recapitalization reduced DM Individual Aggregator, LLC’s beneficial ownership by 13,277 shares of Dutch Bros Class B Common Stock. Overall, 33,022 Class B shares were canceled without consideration as part of the Dutch Mafia, LLC reverse unit split transaction.

What happened to Dutch Mafia Class A Common Units held by DM Individual Aggregator, LLC?

As part of the recapitalization, DM Individual Aggregator, LLC’s Dutch Mafia Class A Common Units decreased by 17,195 units. These units represent interests in Dutch Mafia, the Dutch Bros operating company, and are exchangeable one-for-one into Dutch Bros Class A Common Stock, subject to conditions.

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

Dutch Mafia Class A Common Units are equity interests in Dutch Mafia, the operating company of Dutch Bros. They are exchangeable one-for-one into Dutch Bros Class A Common Stock, subject to certain exceptions, conditions, and adjustments specified in the Dutch Mafia limited liability company agreement.

What are Paired Units mentioned in the Dutch Bros insider filing?

Paired Units are Dutch Mafia Class A Common Units paired with an equal number of Dutch Bros Class B shares. When Paired Units are exchanged for Class A Common Stock, the associated Class B shares are surrendered to Dutch Bros and canceled, eliminating those Class B shares from circulation.

What were DM Individual Aggregator, LLC’s holdings after the Dutch Bros recapitalization?

After the recapitalization, DM Individual Aggregator, LLC directly held 14,143,857 shares of Dutch Bros Class B Common Stock and 18,316,816 Dutch Mafia Class A Common Units. These holdings reflect the post-transaction balances reported in the Form 4 insider filing.

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Accepted by SEC EDGAR 04/24/2026 - 05:12 PM EDT

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^*

DM Individual Aggregator, LLC

(Last)

(First)

(Middle)

PO BOX 398

(Street)

GRANTS PASS

OREGON

97526

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

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 B Common Stock	04/22/2026		J⁽¹⁾		13,277	D	$0⁽¹⁾	14,143,857	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)
Class A Common Units⁽²⁾	⁽³⁾	04/22/2026		J⁽¹⁾			17,195	⁽³⁾	⁽³⁾	Class A Common Stock	17,195	$0⁽¹⁾	18,316,816	D

Explanation of Responses:

1. On April 22, 2026, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the cancellation without consideration of 33,022 shares of the Issuer's Class B Common Stock, in accordance with the limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Individual Aggregator, LLC were reduced by 17,195 units, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Individual Aggregator, LLC were reduced by 13,277 shares.

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

3. In accordance with the limited liability company agreement of 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. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager	04/24/2026
	** 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).
** 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