Dutch Bros (BROS) CAO exercises RSUs, withholds stock for tax obligations

Rhea-AI Filing Summary

Dutch Bros Inc. Chief Accounting Officer Nick Daddario reported equity award activity involving restricted stock units and Class A common stock. On February 20, 2026, he exercised 914 and 609 restricted stock units, receiving the same number of Class A shares at a price of $0.00 per share.

To cover tax obligations tied to these equity events, 294 and 196 Class A shares were disposed of at $48.81 per share as tax-withholding transactions, rather than open‑market sales. Footnotes note RSU awards of 2,743 and 1,828 units, each vesting in three equal 33.33% installments on February 20, 2026, February 20, 2027, and February 20, 2028.

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^*

Daddario Nick

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		M		914	A	(1)	914	D
Class A Common Stock	02/20/2026		F		294	D	$48.81	620	D
Class A Common Stock	02/20/2026		M		609	A	(1)	1,229	D
Class A Common Stock	02/20/2026		F		196	D	$48.81	1,033	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)	02/20/2026		M			914	(2)	(2)	Class A Common Stock	914	$0	1,829	D
Restricted Stock Units	(1)	02/20/2026		M			609	(3)	(3)	Class A Common Stock	609	$0	1,219	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 2,743 restricted stock units, 33.33% of which will vest on each of February 20, 2026, February 20, 2027, and February 20, 2028.

3. The reporting person received an award of 1,828 restricted stock units, 33.33% of which will vest on each of February 20, 2026, February 20, 2027, and February 20, 2028.

Remarks:

	/s/ Betsy Judd, Attorney-in-Fact for Nick Daddario	02/24/2026
	** 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.
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FAQ

What insider transactions did Dutch Bros (BROS) report for Nick Daddario?

Nick Daddario, Chief Accounting Officer, exercised restricted stock units into Class A common shares and disposed of some shares to satisfy tax-withholding obligations. These movements reflect equity award vesting mechanics rather than open-market buying or selling activity.

How many Dutch Bros (BROS) RSUs did Nick Daddario convert to shares?

On February 20, 2026, Nick Daddario exercised 914 and 609 restricted stock units, receiving an equal number of Dutch Bros Class A common shares at a zero exercise price. These conversions reflect standard settlement of vested equity awards into stock.

Were Dutch Bros (BROS) shares sold on the market by Nick Daddario?

The Form 4 shows dispositions coded “F,” meaning shares were delivered to cover tax liabilities, not sold in open-market trades. Specifically, 294 and 196 Class A shares were withheld at a price of $48.81 per share for tax purposes.

What are the vesting terms of Nick Daddario’s Dutch Bros (BROS) RSU awards?

Footnotes describe RSU grants of 2,743 and 1,828 units. For each grant, 33.33% of the units vest on February 20, 2026, 33.33% on February 20, 2027, and the remaining 33.33% on February 20, 2028, subject to award terms.

How many Dutch Bros (BROS) shares did Nick Daddario dispose of for taxes?

To satisfy tax obligations related to equity settlements, Nick Daddario disposed of 294 and 196 Class A common shares. These tax-withholding transactions were priced at $48.81 per share and are coded as “F,” indicating payment of tax liability with shares.

What position does Nick Daddario hold at Dutch Bros (BROS) in this Form 4?

In this Form 4, Nick Daddario is identified as an officer of Dutch Bros Inc., serving as Chief Accounting Officer. The transactions reported relate to his compensation in the form of restricted stock units and resulting common stock.