BROS Form 4: C. David Cone Receives 445 RSUs with Four-Part Vesting

Rhea-AI Filing Summary

Dutch Bros Inc. (BROS) Form 4 summary: Director C. David Cone was granted 445 restricted stock units (RSUs) on 08/20/2025, each representing the right to one share of Class A Common Stock. Following the award, Mr. Cone beneficially owns 5,106 shares of Class A Common Stock and 1,334 shares underlying outstanding RSUs. The RSUs carry a $0 per-share grant price and vest in four tranches: 25% on each of August 20, 2025, November 20, 2025, and February 20, 2026, with the final 25% vesting on the earlier of May 20, 2026 or the 2026 annual meeting. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Positive

• Director awarded equity: 445 RSUs align director incentives with shareholders
• Clear vesting schedule: 25% vests on each specified date through May 20, 2026
• Full disclosure: Form 4 reports grant date, post-transaction ownership, and signature

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director equity award totaling 445 RSUs with standard time-based vesting; limited immediate market impact.

This grant increases the director's alignment with shareholder interests by converting compensation into equity, and the $0 grant price indicates a standard equity award rather than a purchase. The post-transaction beneficial ownership figures are modest: 5,106 shares owned and 1,334 RSUs outstanding following the grant. The structured four-tranche vesting over months through May 2026 staggers dilution and retention incentives. No compensation amounts beyond share counts are disclosed.

Corporate Governance Expert

TL;DR: Governance-standard RSU award to a director with clear vesting schedule; disclosure meets Section 16 reporting requirements.

The filing transparently reports the grant date, security type, and vesting mechanics required for insider reporting. The use of an attorney-in-fact signature is disclosed and the relationship of the reporting person as a director is indicated. There are no indications of related-party transactions or alternative vesting triggers beyond the schedule stated. The filing does not include additional governance terms such as forfeiture provisions or performance conditions.

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
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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^*

Cone C. David

(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)
08/20/2025

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	08/20/2025		M		445	A	$0	5,106	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)	08/20/2025		M			445	(2)	(2)	Class A Common Stock	445	$0	1,334	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 C. David Cone	08/21/2025
	** 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 did Dutch Bros (BROS) report on the Form 4 filed for C. David Cone?

The Form 4 reports a grant of 445 restricted stock units (RSUs) on 08/20/2025 and post-transaction beneficial ownership of 5,106 Class A shares and 1,334 RSUs.

What is the vesting schedule for the RSUs granted to C. David Cone?

The RSUs vest in four tranches: 25% on 08/20/2025, 25% on 11/20/2025, 25% on 02/20/2026, and the final 25% on the earlier of 05/20/2026 or the Issuer's 2026 annual stockholder meeting.

What price was paid for the RSUs granted to the director?

The grant was recorded with a $0 per-share price, indicating an awarded restricted stock unit grant rather than a purchase.

Who signed the Form 4 for C. David Cone and when?

The Form 4 was signed by Betsy Judd, Attorney-in-Fact for C. David Cone on 08/21/2025.

How many shares will the 445 RSUs convert into upon vesting?

Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock, so 445 RSUs would convert into 445 shares when vested and settled.