Dutch Bros (BROS) insider grant: 445 RSUs to director Marchisotto

Rhea-AI Filing Summary

Kory Marchisotto, a director of Dutch Bros Inc. (BROS), was awarded 445 restricted stock units (RSUs) on 08/20/2025, each representing the right to receive one share of Class A common stock with no cash price. After the award, the filing reports 859 shares of Class A common stock beneficially owned following the non-derivative transaction and 1,334 RSU-based shares reported as derivative beneficial ownership. The 445 RSU award vests in four tranches: 25% on each of 08/20/2025, 11/20/2025, and 02/20/2026, with the final 25% vesting on the earlier of 05/20/2026 or the date of the issuer's 2026 annual stockholder meeting. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/21/2025.

Insights

Financial Analyst

TL;DR: Routine equity-based compensation grant increases insiders' alignment with shareholders but is not a material liquidity event.

The Form 4 discloses a grant of 445 RSUs to a director, exercisable into Class A shares, recorded at $0, with a clear four-step vesting schedule through mid-2026 or the 2026 annual meeting. This is a standard compensation mechanism that increases the reporting person’s potential upside tied to share performance; it does not represent a sale or cash transaction and thus has limited immediate market impact. The reported post-transaction beneficial ownership levels (859 shares non-derivative; 1,334 RSU-based derivative interests) provide transparency on the insider's stake.

Corporate Governance Expert

TL;DR: Grant is a routine board-level equity award with standard vesting conditions and disclosure.

The filing documents a conditional equity award to a director with vesting tied to specific calendar dates and the annual meeting, which is typical for aligning long-term interests. The disclosure includes precise vesting milestones and total beneficial ownership after the grant, meeting Section 16 reporting requirements. There are no indicated dispositions, sales, or changes to control in this filing.

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^*

MARCHISOTTO KORY

(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	859	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 Kory Marchisotto	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 Kory Marchisotto report on Form 4 for BROS?

He reported a grant of 445 RSUs on 08/20/2025 and updated his beneficial ownership levels.

How many shares does the Form 4 show Marchisotto beneficially owns after the transaction?

859 shares of Class A common stock (non-derivative) and 1,334 RSU-based shares (derivative interests) following the reported transactions.

What is the vesting schedule for the RSUs awarded to Marchisotto?

25% vest on 08/20/2025, 25% on 11/20/2025, 25% on 02/20/2026, and the final 25% vests on the earlier of 05/20/2026 or the issuer's 2026 annual stockholder meeting.

Did the Form 4 report any cash purchase or sale of shares by Marchisotto?

No. The RSUs were granted at a reported price of $0, and there were no dispositions or cash transactions disclosed in this filing.

When was the Form 4 signed and filed?

Signed by an attorney-in-fact on 08/21/2025.