Dutch Bros director converts 444 RSUs to shares

Dutch Bros Inc. director Thomas James Davis exercised restricted stock units into Class A Common Stock.

Rhea-AI Filing Summary

Dutch Bros Inc. director Thomas James Davis exercised restricted stock units into Class A Common Stock. On May 13, 2026, 444 restricted stock units converted into 444 shares of Class A Common Stock at a stated price of $0.00 per share, bringing his directly held Class A position to 14,121 shares.

Each restricted stock unit represents the right to receive one share of Class A Common Stock. A related restricted stock unit award is scheduled to vest in four 25% installments between August 20, 2025 and the earlier of May 20, 2026 or the 2026 annual stockholder meeting.

Insights

Equity compensation analyst

Routine RSU vesting and share delivery with no open‑market trades.

The Form 4 shows director Thomas James Davis converting 444 restricted stock units into 444 shares of Dutch Bros Inc. Class A Common Stock. This is coded as an M transaction, meaning an exercise or conversion of a derivative security rather than an open‑market purchase.

Following the transaction, he directly holds 14,121 Class A shares, and the derivative entry shows zero remaining units from this specific 444‑unit block. Footnotes describe a broader RSU award vesting in four 25% tranches through May 20, 2026, indicating the transaction is part of a standard director compensation program rather than a discretionary trade.

Insider Trade Summary

444 shares exercised/converted

Exercise 2 txns

Insider Davis Thomas James

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	444	$0.00	$0.00
Exercise	Class A Common Stock	444	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 14,121 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. F2. 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.

Key Figures

RSUs converted: 444 units Shares received: 444 shares Post-transaction holdings: 14,121 shares +2 more

5 metrics

RSUs converted 444 units Restricted stock units converted to Class A Common Stock on May 13, 2026

Shares received 444 shares Class A Common Stock delivered from RSU conversion at $0.00 per share

Post-transaction holdings 14,121 shares Direct Class A Common Stock held by Thomas James Davis after the transaction

Exercise/Conversion transactions 1 transaction, 444 shares Summary exerciseCount and exerciseShares in Form 4 transactionSummary

Vesting tranches 4 tranches of 25% RSU award vesting on Aug 20, 2025; Nov 20, 2025; Feb 20, 2026; and by May 20, 2026

Key Terms

Restricted Stock Units, Class A Common Stock, vest, annual stockholder meeting, +1 more

5 terms

Restricted Stock Units financial

"The reporting person received an award of restricted stock units, 25% of which will vest..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

"Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vest financial

"25% of which will vest on each of August 20, 2025, November 20, 2025, February 20, 2026..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

annual stockholder meeting financial

"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."

An annual stockholder meeting is a yearly gathering where a company's owners (shareholders) receive updates on performance, vote on key issues like board members, executive pay and major corporate plans, and ask questions of management. Think of it as a company town hall where choices about oversight and direction are decided; outcomes can affect management accountability, corporate strategy and ultimately the value and risks of investors’ shares.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Dutch Bros (BROS) director Thomas James Davis report on this Form 4?

He reported the conversion of 444 restricted stock units into 444 shares of Class A Common Stock. The transaction is coded as an exercise/conversion (code M), not an open-market buy or sell, and increases his directly held Class A share balance to 14,121 shares.

Did Thomas James Davis buy or sell Dutch Bros (BROS) shares on the open market?

No open-market trades were reported. The filing shows an M-code transaction where 444 restricted stock units converted into 444 Class A shares at a stated price of $0.00, reflecting equity compensation delivery rather than a market purchase or sale of Dutch Bros stock.

How many Dutch Bros (BROS) shares does Thomas James Davis hold after this transaction?

After this transaction, he directly holds 14,121 shares of Dutch Bros Class A Common Stock. This total incorporates the 444 shares received from converting restricted stock units on May 13, 2026, and represents his post-transaction direct ownership shown in the Form 4 filing.

What is the size of the restricted stock unit conversion reported for Dutch Bros (BROS)?

The conversion covers 444 restricted stock units, each representing one share of Class A Common Stock. These units were delivered at a stated price of $0.00 per share, consistent with equity awards that settle in stock without additional cash paid by the reporting person.

What vesting schedule is disclosed for Thomas James Davis’s Dutch Bros (BROS) restricted stock units?

A restricted stock unit award is scheduled to vest 25% on August 20, 2025, November 20, 2025, and February 20, 2026. The remaining 25% will vest on the earlier of May 20, 2026, or the date of Dutch Bros’ 2026 annual stockholder meeting, as described in the footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 07:09 PM Learn about SEC filing dates

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

X

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^*

Davis Thomas James

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/13/2026		M		444	A	$0	14,121	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)	05/13/2026		M			444	(2)	(2)	Class A Common Stock	444	$0	0	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:

The reporting person ceased to be a director of the issuer on May 13, 2026.

	/s/ Victoria Tullett, Attorney-in-Fact for Thomas J Davis	05/15/2026
	** 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)