BROS Form 4: 445 RSUs Awarded to Director; 1,334 RSUs Outstanding

Rhea-AI Filing Summary

Gerard Johan Hart, a director of Dutch Bros Inc. (BROS), reported receipt of 445 restricted stock units and 445 Class A common shares on 08/20/2025. The Form 4 shows the non‑derivative acquisition of 445 Class A shares at $0, leaving the reporting person with 2,127 shares beneficially owned following the transaction. The filing also records acquisition of 445 restricted stock units, increasing derivative beneficial ownership to 1,334 RSUs. The RSUs vest in four installments: 25% on August 20, 2025; 25% on November 20, 2025; 25% on February 20, 2026; and the final 25% on the earlier of May 20, 2026 or the 2026 annual meeting. The Form 4 was signed by an attorney‑in‑fact on 08/21/2025.

Positive

• Clear vesting schedule: RSUs vest in four defined tranches, aligning the director with long‑term shareholder interests
• Timely reporting: Transaction dated 08/20/2025 and Form 4 signed 08/21/2025, consistent with filing requirements
• Combination of shares and RSUs: Reporting person holds 2,127 shares and 1,334 RSUs after the transaction, increasing alignment with shareholders

Negative

• None.

Insights

Financial Analyst

TL;DR Routine equity award to align director incentives; modest share and RSU grant with clear vesting schedule.

The Form 4 documents a director award dated 08/20/2025 totaling 445 Class A shares and 445 restricted stock units, recorded at no cash cost to the recipient. The immediate non‑derivative holding after the grant is 2,127 shares, with 1,334 RSUs outstanding post‑transaction. From an investor‑analysis perspective, this is a standard, relatively small director compensation event that increases insider alignment through time‑based vesting rather than a cash payout. There is no disclosure in this filing of cash consideration, accelerated vesting, or related party transactions beyond the reporting person being a director.

Corporate Governance Expert

TL;DR Governance‑routine: director grant with specified staggered vesting; documentation and execution appear standard.

The filing provides a clear vesting schedule for the 445 RSUs (25% on each listed date, with the final tranche subject to an earlier annual meeting condition). The transaction was reported on a timely basis and signed by an attorney‑in‑fact. The disclosure includes both the immediate increase in beneficial ownership and the contingent nature of the RSUs, meeting standard Section 16 reporting expectations. No governance exceptions, officer titles, or unusual terms are disclosed in this Form 4.

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

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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^*

Hart Gerard Johan

(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	2,127	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 Gerard Johan Hart	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 Gerard Johan Hart report on Form 4 for Dutch Bros (BROS)?

The Form 4 reports acquisition of 445 Class A shares and 445 restricted stock units on 08/20/2025.

How many shares does the reporting person own after the reported transaction?

After the transaction the reporting person beneficially owns 2,127 Class A shares and 1,334 RSUs (derivative beneficial ownership).

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

The RSUs vest 25% on Aug 20, 2025, 25% on Nov 20, 2025, 25% on Feb 20, 2026, and the final 25% on the earlier of May 20, 2026 or the issuer's 2026 annual meeting.

Was any cash paid for the shares or RSUs in this transaction?

No cash was reported; the transaction price is listed as $0 for both the non‑derivative and derivative items.

Who filed and signed the Form 4?

The Form 4 was signed by Betsy Judd, Attorney‑in‑Fact for Gerard Johan Hart on 08/21/2025.