Dutch Bros Form 4: Director equity award and 2,469 shares owned

Rhea-AI Filing Summary

Dutch Bros Inc. director reports equity award activity. A Dutch Bros Inc. (BROS) director filed a Form 4 disclosing the conversion of 445 restricted stock units into an equal number of shares of Class A Common Stock on 11/20/2025 at a price of $0 per share. Following this transaction, the reporting person beneficially owns 2,469 shares of Class A Common Stock directly and 889 restricted stock units.

The restricted stock unit award is scheduled to vest in four parts: 25% on each of August 20, 2025, November 20, 2025, February 20, 2026, and the remaining 25% on the earlier of May 20, 2026 or the date of Dutch Bros’ 2026 annual stockholder meeting.

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 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)
11/20/2025

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	11/20/2025		M		445	A	$0	2,469	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)	11/20/2025		M			445	(2)	(2)	Class A Common Stock	445	$0	889	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 Todd Penegor	11/21/2025
	** 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 insider transaction did Dutch Bros Inc. (BROS) report on this Form 4?

The filing reports that a Dutch Bros Inc. director converted 445 restricted stock units into 445 shares of Class A Common Stock on 11/20/2025 at a price of $0 per share.

How many Dutch Bros (BROS) shares does the reporting person own after the transaction?

After the transaction, the reporting person beneficially owns 2,469 shares of Dutch Bros Class A Common Stock directly, plus 889 restricted stock units.

What is the vesting schedule for the Dutch Bros (BROS) restricted stock units?

The award vests 25% on each of August 20, 2025, November 20, 2025, and February 20, 2026, with the remaining 25% vesting on the earlier of May 20, 2026 or the 2026 annual stockholder meeting date.

What does each restricted stock unit represent for Dutch Bros (BROS)?

Each restricted stock unit represents a contingent right to receive one share of Dutch Bros Inc. Class A Common Stock upon vesting.

What do the transaction codes M and the $0 price mean in this Dutch Bros (BROS) Form 4?

Transaction code M indicates the exercise or conversion of a derivative security (restricted stock units) into Class A Common Stock, and the $0 price reflects that no cash was paid to acquire the underlying shares in this conversion.

Is the reporting person a director or officer of Dutch Bros (BROS)?

Yes. The filing identifies the reporting person as a director of Dutch Bros Inc.