Dutch Bros (NYSE: BROS) trims DM Trust units, cancels Class B shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Dutch Bros Inc. disclosed that entities associated with Executive Chairman Travis Boersma underwent a recapitalization of Class A Common Units in Dutch Mafia, LLC, the operating company. On April 22, 2026, a reverse unit split canceled 33,022 shares of Class B Common Stock without consideration and reduced related Class A Common Units and paired Class B shares held by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Boersma Travis

Role Executive Chairman of Board

Type	Security	Shares	Price	Value
Other	Class A Common Units	27,341	$0.00	--
Other	Class A Common Units	17,195	$0.00	--
Other	Class A Common Units	670	$0.00	--
Other	Class B Common Stock	19,318	$0.00	--
Other	Class B Common Stock	13,277	$0.00	--
Other	Class B Common Stock	427	$0.00	--

Holdings After Transaction: Class A Common Units — 29,125,560 shares (Indirect, By DM Trust Aggregator, LLC); Class B Common Stock — 20,579,218 shares (Indirect, By DM Trust Aggregator, LLC)

Footnotes (1)

Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer. In accordance with the limited liability company agreement of Dutch Mafia, Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges. On April 22, 2026, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the cancellation without consideration of 33,022 shares of the Issuer's Class B Common Stock, in accordance with the limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 27,341 units, 17,195 units and 670 units, respectively, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 19,318 shares, 13,277 shares and 427 shares, respectively. The Reporting Person is the manager of DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.

Key Figures

Total Class B shares canceled: 33,022 shares Class A Units reduction DM Trust Aggregator: 27,341 units Class A Units reduction DM Individual Aggregator: 17,195 units +5 more

8 metrics

Total Class B shares canceled 33,022 shares Cancellation without consideration in April 22, 2026 recapitalization

Class A Units reduction DM Trust Aggregator 27,341 units Dutch Mafia Class A Common Units reduced in recapitalization

Class A Units reduction DM Individual Aggregator 17,195 units Dutch Mafia Class A Common Units reduced in recapitalization

Class A Units reduction DMI Holdco 670 units Dutch Mafia Class A Common Units reduced in recapitalization

Class B shares reduction DM Trust Aggregator 19,318 shares Dutch Bros Class B Common Stock reduced in recapitalization

Class B shares reduction DM Individual Aggregator 13,277 shares Dutch Bros Class B Common Stock reduced in recapitalization

Class B shares reduction DMI Holdco 427 shares Dutch Bros Class B Common Stock reduced in recapitalization

Restructuring shares total 78,228 units/shares Total restructuringShares across reported transactions

Key Terms

reverse unit split, Class A Common Units, Class B Common Stock, Paired Units, +2 more

6 terms

reverse unit split financial

"the Class A Common Units of Dutch Mafia, LLC were recapitalized through a reverse unit split"

Class A Common Units financial

"Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer"

Class B Common Stock financial

"cancellation without consideration of 33,022 shares of the Issuer's Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Paired Units financial

"Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock"

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein"

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 05:12 PM

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^*

Boersma Travis

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman of Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	04/22/2026		J⁽¹⁾		19,318	D	$0⁽¹⁾	20,579,218	I	By DM Trust Aggregator, LLC⁽²⁾
Class B Common Stock	04/22/2026		J⁽¹⁾		13,277	D	$0⁽¹⁾	14,143,857	I	By DM Individual Aggregator, LLC⁽²⁾
Class B Common Stock	04/22/2026		J⁽¹⁾		427	D	$0⁽¹⁾	454,849	I	By DMI Holdco LLC⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units⁽¹⁾	⁽²⁾	04/22/2026		J⁽³⁾			27,341	⁽²⁾	⁽²⁾	Class A Common Stock	27,341	$0⁽³⁾	29,125,560	I	By DM Trust Aggregator, LLC⁽⁴⁾
Class A Common Units⁽¹⁾	⁽²⁾	04/22/2026		J⁽³⁾			17,195	⁽²⁾	⁽²⁾	Class A Common Stock	17,195	$0⁽³⁾	18,316,816	I	By DM Individual Aggregator, LLC⁽⁴⁾
Class A Common Units⁽¹⁾	⁽²⁾	04/22/2026		J⁽³⁾			670	⁽²⁾	⁽²⁾	Class A Common Stock	670	$0⁽³⁾	713,090	I	By DMI Holdco LLC⁽⁴⁾

Explanation of Responses:

1. Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.

2. In accordance with the limited liability company agreement of Dutch Mafia, Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.

3. On April 22, 2026, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the cancellation without consideration of 33,022 shares of the Issuer's Class B Common Stock, in accordance with the limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 27,341 units, 17,195 units and 670 units, respectively, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 19,318 shares, 13,277 shares and 427 shares, respectively.

4. The Reporting Person is the manager of DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma	04/24/2026
	** 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.
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Dutch Bros (BROS) report in Travis Boersma’s latest Form 4?

Dutch Bros reported a recapitalization of Dutch Mafia Class A Common Units held by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC. A reverse unit split canceled 33,022 Class B shares and reduced related unit and share holdings without consideration on April 22, 2026.

How many Dutch Bros Class B shares were canceled in the recapitalization?

The recapitalization canceled 33,022 shares of Dutch Bros Class B Common Stock without consideration. These shares were beneficially owned through DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC under Dutch Mafia’s limited liability company agreement.

How were Dutch Mafia Class A Common Units adjusted for Dutch Bros (BROS)?

The reverse unit split reduced Class A Common Units of Dutch Mafia by 27,341 for DM Trust Aggregator, LLC, 17,195 for DM Individual Aggregator, LLC and 670 for DMI Holdco LLC. These changes reflect a recapitalization rather than a cash purchase or sale transaction.

How were Dutch Bros Class B shares adjusted for the DM Trust entities?

Following the recapitalization, DM Trust Aggregator, LLC’s Class B shares decreased by 19,318, DM Individual Aggregator, LLC by 13,277 and DMI Holdco LLC by 427. These reductions mirror the unit recapitalization and occurred without payment of consideration to the holders.

What are Dutch Mafia Class A Common Units in relation to Dutch Bros (BROS)?

Dutch Mafia Class A Common Units represent interests in the operating company of Dutch Bros. Under its limited liability company agreement, these units are exchangeable one-for-one into Dutch Bros Class A Common Stock, subject to specified exceptions, conditions and adjustments described in the disclosure.

How do paired units of Dutch Bros Class A units and Class B stock work?

Certain Dutch Mafia Class A Common Units are paired with an equal number of Dutch Bros Class B shares, forming Paired Units. When Paired Units are exchanged for Class A Common Stock, the associated Class B shares are surrendered to Dutch Bros and canceled, with no exercise price required.

Does Travis Boersma claim full beneficial ownership of the reported Dutch Bros securities?

Travis Boersma is manager of DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC, but he disclaims beneficial ownership of the reported securities beyond any pecuniary interest. Inclusion in the report is not an admission of beneficial ownership for Section 16 purposes.