Dutch Bros director acquires 445 shares via RSUs

Dutch Bros Inc. director Thomas James Davis reported an automatic conversion of 445 restricted stock units into 445 shares of Class A common stock on February 20, 2026.

Rhea-AI Filing Summary

Dutch Bros Inc. director Thomas James Davis reported an automatic conversion of 445 restricted stock units into 445 shares of Class A common stock on February 20, 2026. The derivative transaction was coded as an exercise or conversion with a price of $0.00 per share.

Following the RSU conversion, his direct holdings in Class A common stock increased to 13,677 shares, while 444 restricted stock units remained outstanding. Each restricted stock unit represents a contingent right to receive one Class A share, with vesting in four 25% installments through 2026 as described in the award terms.

Insider Trade Summary

445 shares exercised/converted

Exercise 2 txns

Insider Davis Thomas James

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	445	$0.00	$0.00
Exercise	Class A Common Stock	445	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 444 contracts (Direct); Class A Common Stock — 13,677 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. F2. 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.

FAQ

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What did Dutch Bros (BROS) director Thomas James Davis report in this Form 4?

Thomas James Davis reported the conversion of 445 restricted stock units into 445 shares of Dutch Bros Class A common stock. This was an automatic derivative exercise at $0.00 per share, increasing his direct common stock holdings reported after the transaction.

How many Dutch Bros (BROS) shares does Thomas James Davis hold after this transaction?

After the reported transaction, Thomas James Davis directly holds 13,677 shares of Dutch Bros Class A common stock. In addition, 444 restricted stock units remain outstanding, each representing a contingent right to receive one share upon future vesting events under the award terms.

What type of security was involved in the Dutch Bros (BROS) Form 4 filing?

The filing involved restricted stock units that converted into Class A common stock of Dutch Bros. Each restricted stock unit corresponds to one share, and 445 units were exercised or converted on February 20, 2026, resulting in issuance of 445 Class A common shares.

Was the Dutch Bros (BROS) Form 4 transaction a market purchase or sale?

The Form 4 transaction was not a market purchase or sale; it was an exercise or conversion of derivative securities. Restricted stock units automatically converted into Class A common stock at $0.00 per share, reflecting equity compensation vesting rather than an open-market trade.

What is the vesting schedule of the Dutch Bros (BROS) restricted stock units reported?

The award vests in four 25% installments: on August 20, 2025, November 20, 2025, February 20, 2026, and the remaining 25% on the earlier of May 20, 2026 or the 2026 annual stockholder meeting date, subject to the original award terms.

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Accepted by SEC EDGAR 02/24/2026 - 05:50 PM Learn about SEC filing dates

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^*

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)
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		445	A	$0	13,677	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			445	(2)	(2)	Class A Common Stock	445	$0	444	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	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).
** 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.
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