BROS Executive Chairman reports large 10b5-1 stock dispositions totaling 787,681 shares

Q: How many shares were sold and how were they distributed between entities?

The filing discloses total dispositions of 787,681 shares : 483,568 sold by DM Trust Aggregator, LLC and 304,113 sold by DM Individual Aggregator, LLC.

Filing Impact

(High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Travis Boersma, Executive Chairman and 10% owner of Dutch Bros Inc. (BROS), reported coordinated sales of Class A common stock executed on 08/25/2025. The filings show multiple dispositions by entities managed by the reporting person—DM Trust Aggregator, LLC and DM Individual Aggregator, LLC—made pursuant to Rule 10b5-1 trading plans adopted November 22, 2024. The report lists a series of sales across price points with weighted-average prices disclosed for grouped transactions and indicates remaining beneficial ownership balances held indirectly through the DM entities after the trades.

Positive

Sales were executed under Rule 10b5-1 trading plans, indicating pre-approved, automated trading arrangements (plans adopted November 22, 2024).
Filing provides weighted-average prices and price ranges for the reported tranches, offering detailed execution transparency.

Negative

Total dispositions of 787,681 Class A shares (483,568 by DM Trust Aggregator, LLC and 304,113 by DM Individual Aggregator, LLC) on 08/25/2025 reduced indirect holdings.
Reporting person remains a 10% owner and Executive Chairman, yet the sales represent notable insider liquidity which may be perceived as negative by some investors.

Insights

TL;DR: Significant insider share sales executed under pre-established 10b5-1 plans; holdings remain substantially concentrated via related entities.

The Form 4 discloses material dispositions totaling 787,681 Class A shares across DM Trust Aggregator, LLC and DM Individual Aggregator, LLC on 08/25/2025. Sales were executed under Rule 10b5-1 plans, with reported weighted-average sale prices for grouped tranches and price ranges provided for each tranche. Post-transaction beneficial ownership balances remain sizable and are held indirectly through the DM entities, and the reporting person disclaims direct beneficial ownership except to the extent of any pecuniary interest. For investors, the filing signals liquidity activity by a major insider while preserving concentrated indirect ownership through affiliated entities.

TL;DR: Transactions followed Rule 10b5-1 processes, reducing indirect holdings but executed under pre-approved plans, which supports procedural compliance.

The report explicitly states the trades were effected automatically pursuant to Rule 10b5-1 trading plans adopted by DM Trust Aggregator, LLC and DM Individual Aggregator, LLC on November 22, 2024, which provides an affirmative defense to insider trading claims. The reporting person also clarifies managerial role and disclaims beneficial ownership except for any pecuniary interest. The disclosure is thorough regarding weighted-average prices and price ranges for multiple tranches, supporting transparency on execution details. From a governance perspective, the filing documents compliant insider liquidity while maintaining indirect control concentration.

08/26/2025 - 03:58 PM

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^*

Boersma Travis

(Last)

(First)

(Middle)

C/O DUTCH BROS INC.

1930 W RIO SALADO PKWY

(Street)

TEMPE

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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)
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 A Common Stock	08/25/2025		S⁽¹⁾		2,517	D	$65.9614⁽²⁾	2,031,447	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	08/25/2025		S⁽¹⁾		56,022	D	$67.8915⁽⁴⁾	1,975,425	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	08/25/2025		S⁽¹⁾		174,916	D	$68.3948⁽⁵⁾	1,800,509	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	08/25/2025		S⁽¹⁾		250,113	D	$69.5922⁽⁶⁾	1,550,396	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	08/25/2025		S⁽⁷⁾		1,583	D	$65.961⁽²⁾	1,277,561	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	08/25/2025		S⁽⁷⁾		35,232	D	$67.8915⁽⁴⁾	1,242,329	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	08/25/2025		S⁽⁷⁾		110,004	D	$68.3948⁽⁵⁾	1,132,325	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	08/25/2025		S⁽⁷⁾		157,294	D	$69.5922⁽⁶⁾	975,031	I	By DM Individual Aggregator, LLC⁽³⁾

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)

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 $65.7400 to $66.7100 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. The Reporting Person is the manager of DM Trust Aggregator, LLC and DM Individual Aggregator, LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.

4. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $67.0500 to $68.0400 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 $68.0500 to $69.0200 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 $69.0500 to $69.9200 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.

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

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma	08/26/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What trades did Travis Boersma report on Form 4 for BROS?

The Form 4 reports multiple sales of Class A common stock on 08/25/2025 executed by DM Trust Aggregator, LLC and DM Individual Aggregator, LLC, managed by Travis Boersma.

Were the sales executed under a 10b5-1 trading plan?

Yes. The transactions were effected automatically pursuant to Rule 10b5-1 trading plans adopted on November 22, 2024 for both DM Trust Aggregator, LLC and DM Individual Aggregator, LLC.

How many shares were sold and how were they distributed between entities?

The filing discloses total dispositions of 787,681 shares: 483,568 sold by DM Trust Aggregator, LLC and 304,113 sold by DM Individual Aggregator, LLC.

What prices were the shares sold at?

The report lists weighted-average prices for grouped transactions (e.g., $65.9614, $67.8915, $68.3948, $69.5922) and provides ranges for the underlying trade prices for each tranche.

Does the reporting person claim direct beneficial ownership of the reported shares?

The reporting person states he is the manager of the DM entities and disclaims beneficial ownership

BROS Executive Chairman reports large 10b5-1 stock dispositions totaling 787,681 shares