Dutch Bros (BROS) Director Receives 445 Shares and RSUs; Vesting Schedule Disclosed

Rhea-AI Filing Summary

Insider report: This Form 4 shows Todd Allan Penegor, a director of Dutch Bros Inc. (BROS), received 445 shares and 445 restricted stock units on 08/20/2025. After the transactions he beneficially owns 2,024 shares of Class A common stock and 1,334 restricted stock units. The restricted stock units convert one-for-one into Class A shares and vest in four increments: 25% on each of 08/20/2025, 11/20/2025, 02/20/2026, and the final 25% on the earlier of 05/20/2026 or the company’s 2026 annual meeting. The Form 4 was signed by an attorney-in-fact on 08/21/2025.

Insights

Corporate Governance Expert

TL;DR: Director received time-based restricted stock units with a clear four-step vesting schedule; disclosure is routine for executive compensation.

The filing documents a standard grant of 445 restricted stock units and the acquisition of 445 Class A shares on 08/20/2025 by Director Todd Penegor. The RSUs vest 25% at each of three specified dates and the final 25% at the earlier of a fixed date or the 2026 annual meeting. The report was executed by an attorney-in-fact and updates the director's beneficial ownership to 2,024 shares and 1,334 RSUs. This is a typical equity compensation disclosure consistent with Section 16 reporting obligations.

Securities Analyst

TL;DR: Transaction shows issuance of short-term vesting RSUs; immaterial as a discrete filing but important for ownership transparency.

The Form 4 discloses a grant totaling 445 RSUs and 445 shares reported on 08/20/2025, with explicit vesting milestones on 08/20/2025, 11/20/2025, 02/20/2026 and a final vesting on the earlier of 05/20/2026 or the 2026 annual meeting. Post-transaction beneficial ownership is reported as 2,024 Class A shares and 1,334 RSUs. The filing contains no exercise prices or cash consideration and serves primarily as compliance and transparency documentation rather than a market-moving event.

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

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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^*

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)
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	2,024	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 Todd Penegor	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).
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