BROS Form 4: Stephen Gillett Awarded 445 Shares and 445 RSUs Vesting to 2026

Rhea-AI Filing Summary

Stephen Gillett, a director of Dutch Bros Inc. (BROS), received equity awards on 08/20/2025. The filing shows an acquisition of 445 shares of Class A common stock at no cash price and an award of 445 restricted stock units (RSUs) that convert to Class A shares. After the transactions, Mr. Gillett is recorded as beneficially owning 17,173 Class A shares directly and 1,334 derivative securities (RSUs) directly. The RSUs vest in four installments: 25% on each of August 20, 2025, November 20, 2025, and February 20, 2026, with the final 25% vesting on the earlier of May 20, 2026, or the 2026 annual stockholder meeting.

Positive

• Director alignment with shareholders via time-based RSUs that vest in four installments through mid-2026
• No cash purchase required for the award, indicating a grant consistent with compensation practices

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity award with scheduled vesting; no cash purchase reported.

The Form 4 documents a standard equity grant to a director: a 445-share Class A issuance and 445 RSUs granted with a four-step vesting schedule. The transaction code "M" and $0 price indicate these awards were issued rather than purchased. This is consistent with typical director compensation structures tying long-term retention to equity vesting.

Compensation/Risk Analyst

TL;DR: Director received vested and contingent equity totaling 890 share-equivalents, with staged vesting through mid-2026.

The filing shows the director's direct beneficial ownership of 17,173 Class A shares and an additional 1,334 derivative holdings after the award. The RSU vesting schedule is explicit and time-based, reducing immediate dilution and aligning incentives over multiple quarters into 2026. No cash transaction or option exercise is reported.

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

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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^*

Gillett Stephen

(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	17,173	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 Stephen Gillett	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 Stephen Gillett report on Form 4 for Dutch Bros (BROS)?

He reported acquisition of 445 Class A shares and an award of 445 RSUs on 08/20/2025.

How many shares does Stephen Gillett beneficially own after the reported transactions?

The filing shows he beneficially owns 17,173 Class A shares directly and 1,334 derivative securities (RSUs) directly following the transactions.

What is the vesting schedule for the RSUs reported on the Form 4?

RSUs vest 25% on each of Aug 20, 2025, Nov 20, 2025, and Feb 20, 2026, with the final 25% vesting on the earlier of May 20, 2026 or the 2026 annual stockholder meeting.

Was there any cash paid for the shares or RSUs in the Form 4?

No. The reported price is $0, indicating the shares and RSUs were granted rather than purchased.

What transaction code is used on the Form 4 and what does it indicate?

The filing uses transaction code "M", indicating the award was issued by the company under a compensatory plan per the form's coding.