[Form 4] Dutch Bros Inc. Insider Trading Activity

Rhea-AI Filing Summary

DM Individual Aggregator, LLC reported multiple automatic sales of Class A common stock of Dutch Bros Inc. (BROS) executed on 08/25/2025 under a Rule 10b5-1 trading plan adopted on November 22, 2024. The Form 4 lists four sale entries: 1,583 shares at a weighted average price of $65.961 (beneficial holdings 1,277,561), 35,232 shares at $67.8915 (holdings 1,242,329), 110,004 shares at $68.3948 (holdings 1,132,325) and 157,294 shares at $69.5922 (holdings 975,031). The document is signed by Thomas P. Conaghan as attorney-in-fact for Travis Boersma, Manager, dated 08/26/2025. All information is presented as reported on the Form 4.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, indicating pre-planned, automatic dispositions rather than opportunistic trades
• Form 4 provides weighted-average prices and price ranges for each sale, enhancing disclosure transparency

Negative

• Total of 304,113 shares sold across four transactions on 08/25/2025, reducing beneficial ownership to 975,031 shares, which may be viewed as meaningful insider selling
• Multiple sales at rising weighted-average prices could be interpreted by some investors as an active reduction of insider holdings

Insights

Financial Analyst

TL;DR: Insider sold 304,113 BROS shares across four automatic transactions under a 10b5-1 plan, lowering beneficial holdings to 975,031 shares.

The sales were executed pursuant to a pre-established Rule 10b5-1 plan, which typically indicates pre-planned dispositions rather than opportunistic trading. The reported weighted-average prices range from $65.96 to $69.59, producing orderly, multi-trade disposals rather than single block trades. The reduced beneficial ownership reported on the Form 4 shows cumulative disposals across the day; without additional context on the reporting person's total percentage ownership or company float, market-impact conclusions should be limited to the clear fact of significant share reductions.

Compliance/Risk Analyst

TL;DR: Transactions were effected under a documented 10b5-1 plan, reducing insider disclosure risk but still reflecting material insider selling activity.

The filer explicitly checked the Rule 10b5-1 box and disclosed the plan adoption date, which supports an affirmative defense under trading rules if all plan conditions were met. The Form 4 includes weighted-average price ranges and a signature by an attorney-in-fact, indicating standard procedural compliance. From a governance and disclosure perspective, the filing is complete and transparent regarding the mechanics of the sales.

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).

X

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^*

DM Individual Aggregator, LLC

(Last) (First) (Middle)

PO BOX 398

(Street)

GRANTS PASS OR 97526

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S(1)		1,583	D	$65.961(2)	1,277,561	D
Class A Common Stock	08/25/2025		S(1)		35,232	D	$67.8915(3)	1,242,329	D
Class A Common Stock	08/25/2025		S(1)		110,004	D	$68.3948(4)	1,132,325	D
Class A Common Stock	08/25/2025		S(1)		157,294	D	$69.5922(5)	975,031	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

Explanation of Responses:

1. As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by DM Individual Aggregator, LLC on November 22, 2024.

2. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $65.7400 to $66.7100 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $67.0500 to $68.0400 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $68.0500 to $69.0200 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $69.0500 to $69.9200 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager	08/26/2025
	** 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 trades were reported on the BROS Form 4?

The Form 4 reports four sales on 08/25/2025 totaling 304,113 Class A shares executed at weighted-average prices of $65.961, $67.8915, $68.3948, and $69.5922.

Were the sales for BROS made under a 10b5-1 plan?

Yes. The filer checked the 10b5-1 box and disclosed a trading plan adopted on November 22, 2024, indicating the transactions were automatic under that plan.

How many BROS shares does the reporting person own after the sales?

Following the reported transactions, the Form 4 shows beneficial ownership of 975,031 Class A shares.

Who signed the Form 4 for the reporting person?

The Form 4 is signed by Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager, dated 08/26/2025.

Does the Form 4 provide exact per-trade prices?

The filing provides weighted-average prices and disclosed ranges for each sale and states the filer will provide per-price breakdowns upon request to the issuer or SEC staff.