[Form 4] Dutch Bros Inc. Insider Trading Activity

Rhea-AI Filing Summary

DM Trust Aggregator, LLC reported automated sales of 1,051,218 shares of Dutch Bros Inc. (BROS) on August 21-22, 2025 under a Rule 10b5-1 trading plan adopted November 22, 2024. The transactions were reported on Form 4 and consisted entirely of dispositions (sales) across five line items with weighted-average sale prices shown in the filing: approximately $63.01, $63.23, $63.71, $64.92, and $65.36. Following the reported sales the filing shows 2,033,964 shares of Class A common stock beneficially owned by the reporting person. The form is signed by Thomas P. Conaghan as Attorney-in-Fact for Travis Boersma.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-planned, non-discretionary trading
• Detailed disclosure of weighted-average prices and price ranges for each sale tranche, enhancing transparency
• Form 4 properly signed by attorney-in-fact, meeting filing formalities

Negative

• Large total disposition of 1,051,218 shares over two days, reducing beneficial ownership to 2,033,964
• Concentration of sales on August 21-22, 2025 could be viewed as material by investors tracking insider holdings

Insights

Financial Analyst

TL;DR Insurer-sized, pre-planned sales of over one million shares reduce insider stake materially; proceeds realized at mid-$60s per share.

The filing documents a Rule 10b5-1 plan-driven disposal of 1,051,218 Class A shares over two days at weighted-average prices ranging roughly from $63.01 to $65.36. Such volume is sizeable relative to typical insider transactions and reduces reported beneficial ownership to 2,033,964 shares. Because the trades were executed under a pre-established plan, they signal a non-discretionary disposition rather than opportunistic sales by management, but the magnitude may be relevant to investors monitoring insider alignment.

Corporate Governance Expert

TL;DR Proper Form 4 disclosure and Rule 10b5-1 checkbox are present, supporting procedural compliance.

The Form 4 includes the required Rule 10b5-1 checkbox, detailed weighted-average prices and an explicit explanation that the trading plan was adopted on November 22, 2024. The report is signed by an attorney-in-fact, indicating formal execution. From a governance and disclosure perspective the filing appears complete and transparent regarding the plan basis and transaction ranges.

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).

X

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 Trust Aggregator, LLC

(Last) (First) (Middle)

PO BOX 398

(Street)

GRANTS PASS OR 97526

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		S(1)		211,023	D	$63.0119(2)	2,874,159	D
Class A Common Stock	08/21/2025		S(1)		72,574	D	$63.2347(3)	2,801,585	D
Class A Common Stock	08/22/2025		S(1)		47,005	D	$63.7059(4)	2,754,580	D
Class A Common Stock	08/22/2025		S(1)		152,878	D	$64.9237(5)	2,601,702	D
Class A Common Stock	08/22/2025		S(1)		567,738	D	$65.3597(6)	2,033,964	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

Explanation of Responses:

1. As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by DM Trust Aggregator, LLC on November 22, 2024.

2. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $62.1800 to $63.1750 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $63.1800 to $63.4500 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $63.1900 to $64.1050 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $64.1950 to $65.1900 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

6. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $65.2000 to $65.8200 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager	08/25/2025
	** 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 the Form 4 for Dutch Bros (BROS) report?

The Form 4 reported automated sales of 1,051,218 Class A shares by DM Trust Aggregator, LLC on August 21-22, 2025 under a Rule 10b5-1 plan.

What was the beneficial ownership after the reported sales for BROS?

Following the reported transactions the filing shows 2,033,964 shares of Class A common stock beneficially owned.

Were the sales discretionary or part of a trading plan?

The filing indicates the sales were effected automatically pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2024.

At what prices were the BROS shares sold?

The filing lists weighted-average sale prices approximately $63.01, $63.23, $63.71, $64.92, and $65.36, with price ranges provided for each tranche.

Who signed the Form 4 filing for these transactions?

The form is signed by Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma.