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Dutch Bros (NYSE: BROS) director converts 445 RSUs into Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dutch Bros Inc. director Todd Allan Penegor reported an equity award-related transaction. On February 20, 2026, he exercised or converted 445 Restricted Stock Units at a price of $0.00 per unit, acquiring 445 shares of Class A Common Stock.

Following the transaction, Penegor directly owned 444 Restricted Stock Units and 2,914 shares of Class A Common Stock. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock, with the award vesting in four 25% installments between August 20, 2025 and May 20, 2026 or the 2026 annual stockholder meeting.

Positive

  • None.

Negative

  • None.
Insider Penegor Todd Allan
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units 445 $0.00 --
Exercise Class A Common Stock 445 $0.00 --
Holdings After Transaction: Restricted Stock Units — 444 shares (Direct); Class A Common Stock — 2,914 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. 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.
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Form 4 Insider Transactions: What Each Field Means →
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)
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 445 A $0 2,914 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 445 (2) (2) Class A Common Stock 445 $0 444 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 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Dutch Bros (BROS) report for Todd Penegor?

Dutch Bros reported that director Todd Allan Penegor exercised or converted 445 restricted stock units into 445 shares of Class A Common Stock at $0.00 per unit, increasing his directly held common stock while reducing his remaining restricted stock units.

How many Dutch Bros (BROS) shares does Todd Penegor own after this Form 4?

After the reported transaction, director Todd Allan Penegor directly holds 2,914 shares of Dutch Bros Class A Common Stock and 444 remaining restricted stock units, each representing a contingent right to receive one additional share when vesting conditions are satisfied.

Was the Dutch Bros (BROS) Form 4 a stock buy or sale by Todd Penegor?

The Form 4 reflects an exercise or conversion of 445 restricted stock units into Class A Common Stock by director Todd Allan Penegor. It is not reported as an open-market buy or sell but as a derivative security exercise at a price of $0.00 per unit.

What are the vesting terms of Todd Penegor’s Dutch Bros (BROS) restricted stock units?

Todd Allan Penegor’s restricted stock unit award vests in four equal 25% installments on August 20, 2025, November 20, 2025, February 20, 2026, and the earlier of May 20, 2026 or the company’s 2026 annual stockholder meeting, subject to the award terms.

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

Each restricted stock unit for Dutch Bros insiders represents a contingent right to receive one share of the company’s Class A Common Stock. Actual share delivery occurs as the units vest according to the specified schedule and award conditions described in the equity grant.