Dutch Bros insider Tana Davila boosts ownership via RSU conversion

Rhea-AI Filing Summary

Form 4 filing overview – Dutch Bros Inc. (BROS) | 2 July 2025

Chief Marketing Officer Tana Davila reported the automatic conversion and tax-withholding settlement of two restricted-stock-unit (RSU) awards on 1 July 2025.

• RSU conversions (Code M): 8,787 and 5,655 Class A shares released, totalling 14,442 new shares.
• Share withholding for taxes (Code F): 3,678 and 2,244 shares sold at $67.10 to satisfy statutory tax obligations (5,922 shares in aggregate).
• Net share change: +8,520 shares, increasing Davila’s direct holding from 4,051 (pre-filing) to 12,571 Class A shares.
• The underlying RSU grants comprise 17,574 and 11,310 units, each vesting 50% on 1 July 2025 and the remaining 50% on 1 July 2026.

No open-market purchases or discretionary sales occurred; activity is routine equity-compensation vesting. The transaction modestly boosts insider ownership but does not alter corporate fundamentals.

Positive

• Net increase of 8,520 shares indicates the officer retained a majority of vested stock, suggesting confidence and alignment with shareholders.
• No discretionary open-market sales; all dispositions were tax-related, mitigating potential negative signaling.

Negative

• None.

Insights

Securities Analyst

TL;DR – Routine RSU vesting; small net insider share increase, neutral market impact.

The filing reflects standard equity-compensation mechanics. Davila converted 14.4 k RSUs and withheld 5.9 k shares for taxes, ending with 12.6 k shares. The net addition adds roughly 0.02 % to the public float—immaterial from a liquidity standpoint. Absence of discretionary selling suggests no bearish insider signal, yet the transaction is unlikely to influence valuation or trading dynamics.

Corporate Governance Expert

TL;DR – Governance-aligned tax withholding; insider retains majority of vested shares.

The use of share withholding (Code F) complies with Rule 16b-3 and avoids open-market sales that could signal negative sentiment. Retention of 59 % of vested shares aligns executive incentives with shareholder interests. Vesting schedule through 2026 supports continued retention. Overall governance posture remains sound; no red flags detected.

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^*

DAVILA TANA

(Last) (First) (Middle)

C/O DUTCH BROS INC.

PO BOX 1929

(Street)

GRANTS PASS OR 97528-0163

(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 Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		M		8,787	A	(1)	12,838	D
Class A Common Stock	07/01/2025		F		3,678	D	$67.1	9,160	D
Class A Common Stock	07/01/2025		M		5,655	A	(1)	14,815	D
Class A Common Stock	07/01/2025		F		2,244	D	$67.1	12,571	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)	07/01/2025		M			8,787	(2)	(2)	Class A Common Stock	8,787	$0	8,787	D
Restricted Stock Units	(1)	07/01/2025		M			5,655	(3)	(3)	Class A Common Stock	5,655	$0	5,655	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 17,574 restricted stock units, 50% of which will vest on each of July 1, 2025 and July 1, 2026.

3. The reporting person received an award of 11,310 restricted stock units, 50% of which will vest on each of July 1, 2025 and July 1, 2026.

Remarks:

	/s/ Victoria Tullett, Attorney-in-Fact for Tana Davila	07/02/2025
	** 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.
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FAQ

What insider transactions did BROS report on 2 July 2025?

CMO Tana Davila converted 14,442 RSUs into Class A shares and withheld 5,922 shares for taxes on 1 July 2025.

How many Dutch Bros (BROS) shares does Tana Davila now own?

After the transactions, Davila directly owns 12,571 Class A shares.

Were any BROS shares sold in the open market?

No. All 5,922 shares disposed were withheld by the issuer at $67.10 solely for tax purposes.

Do the RSUs reported still have unvested portions?

Yes. Each award vests 50 % on 1 July 2025 (exercised) and the remaining 50 % on 1 July 2026.

Is the Form 4 considered bullish or bearish for BROS investors?

The filing is neutral; it reflects routine compensation vesting with a small net increase in insider ownership.