Dutch Bros director exercises 775 RSUs for shares

Dutch Bros Inc. (BROS) reported that director Todd Allan Penegor converted 775 Restricted Stock Units into 775 shares of Class A Common Stock on August 20, 2026, at a stated price of $0.00 per share.

Rhea-AI Filing Summary

Dutch Bros Inc. (BROS) reported that director Todd Allan Penegor converted 775 Restricted Stock Units into 775 shares of Class A Common Stock on August 20, 2026, at a stated price of $0.00 per share. Following the transaction, he directly holds 8,133 shares of Class A Common Stock and 2,324 Restricted Stock Units.

Each Restricted Stock Unit represents a contingent right to receive one share of Class A Common Stock. The related Restricted Stock Unit award will vest in four 25% installments on August 20, 2026, November 20, 2026, February 20, 2027, and the earlier of May 20, 2027 or the 2027 annual stockholder meeting date.

Insider Trade Summary

775 shares exercised/converted

Exercise 2 txns

Insider Penegor Todd Allan

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	775	$0.00	$0.00
Exercise	Class A Common Stock	775	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 2,324 contracts (Direct); Class A Common Stock — 8,133 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, 2026, November 20, 2026, February 20, 2027, and the remaining 25% will vest on the earlier of (i) May 20, 2027, and (ii) the date of the Issuer's 2027 annual stockholder meeting.

Key Figures

Restricted Stock Units converted: 775 units Shares acquired: 775 shares Share holdings after transaction: 8,133 shares +3 more

6 metrics

Restricted Stock Units converted 775 units RSUs converted into Class A Common Stock on August 20, 2026

Shares acquired 775 shares Class A Common Stock received upon RSU conversion on August 20, 2026

Share holdings after transaction 8,133 shares Direct Class A Common Stock holdings of Todd Allan Penegor after the transaction

Restricted Stock Units remaining 2,324 units Restricted Stock Units held by Todd Allan Penegor following the RSU conversion

Vesting date August 20, 2026 First 25% tranche of the Restricted Stock Unit award vests on this date

Final vesting reference date May 20, 2027 Remaining 25% of the RSU award vests on this date or the 2027 annual meeting date, whichever is earlier

Key Terms

Restricted Stock Units, Class A Common Stock, contingent right to receive, vest

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

"receive one share of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

contingent right to receive financial

"represents a contingent right to receive one share of the Issuer's"

vest financial

"25% of which will vest on each of August 20, 2026, November 20,"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Dutch Bros (BROS) director Todd Penegor report?

Todd Allan Penegor reported converting 775 Restricted Stock Units into 775 shares of Dutch Bros Class A Common Stock on August 20, 2026, at a stated price of $0.00 per share, reflecting a vesting-related exercise of equity compensation.

How many Dutch Bros (BROS) shares does Todd Penegor hold after this Form 4?

After the reported transactions, Todd Allan Penegor directly holds 8,133 shares of Dutch Bros Class A Common Stock and 2,324 Restricted Stock Units, according to the Form 4 data.

What is the vesting schedule of Todd Penegor’s Dutch Bros (BROS) Restricted Stock Units?

The Restricted Stock Unit award vests in four 25% tranches on August 20, 2026, November 20, 2026, February 20, 2027, and the remaining 25% on the earlier of May 20, 2027 or the date of Dutch Bros’ 2027 annual stockholder meeting.

Were Todd Penegor’s Dutch Bros (BROS) transactions under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox as not affirmed (aff_10b5_one is false), and the footnotes do not state that the transactions were made pursuant to a Rule 10b5-1 trading plan.

What does each Dutch Bros (BROS) Restricted Stock Unit represent in this Form 4?

Each Restricted Stock Unit reported by Todd Allan Penegor represents a contingent right to receive one share of Dutch Bros’ Class A Common Stock, as described in the Form 4 footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 12:19 PM EDT Accepted by SEC EDGAR 08/21/2026 - 12:18 PM EDT 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^*

Penegor Todd Allan

(Last) (First) (Middle)

C/O DUTCH BROS INC.

1930 W RIO SALADO PKWY

(Street)

TEMPE ARIZONA 85281

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/20/2026		M		775	A	$0	8,133	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)	08/20/2026		M			775	(2)	(2)	Class A Common Stock	775	$0	2,324	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, 2026, November 20, 2026, February 20, 2027, and the remaining 25% will vest on the earlier of (i) May 20, 2027, and (ii) the date of the Issuer's 2027 annual stockholder meeting.

Remarks:

	/s/ Meghan Dappen, Attorney-in-Fact for Todd Penegor	08/21/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)