BROS director sells shares under 10b5-1 plan; stake falls to 1.28M

Rhea-AI Filing Summary

DM Individual Aggregator, LLC, a reporting person identified as a director and 10% owner of Dutch Bros Inc. (BROS), reported multiple sales of Class A common stock on August 21–22, 2025 executed pursuant to a Rule 10b5-1 trading plan adopted November 22, 2024. The filing lists five grouped sales totaling 660,101 shares disposed at weighted-average prices in the low-$60s to mid-$60s per share and shows beneficial ownership declining from 1,807,534 shares to 1,279,144 shares following the transactions, a reduction of 528,390 shares. The report was signed by an attorney-in-fact on August 25, 2025.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, indicating they were pre-arranged and intended to provide an affirmative defense under insider trading rules

Negative

• Beneficial ownership materially declined from 1,807,534 shares to 1,279,144 shares, a reduction of 528,390 shares
• Large volume of sales reported: 660,101 shares disposed across August 21–22, 2025 at weighted-average prices in the low-$60s to mid-$60s

Insights

Corporate Governance Expert

TL;DR Insider sales were executed under a pre-established 10b5-1 plan, indicating pre-arranged disposition rather than ad-hoc selling.

The filing documents material share dispositions carried out under a Rule 10b5-1 trading plan adopted November 22, 2024. Using a 10b5-1 plan can reduce concerns about opportunistic timing because trades are pre-authorized. However, the cumulative size—over half a million shares net reduction in beneficial ownership—is significant and should be disclosed and monitored by investors and governance stakeholders. The form is properly signed by an attorney-in-fact, meeting procedural requirements.

Securities Analyst

TL;DR Director sold a substantial stake—beneficial ownership fell by 528,390 shares—which may be viewed negatively by market participants.

The transactions total 660,101 shares sold across five grouped trades on August 21–22, 2025 at weighted-average prices ranging approximately from the low-$60s to mid-$60s per share. Beneficial ownership declined from 1,807,534 to 1,279,144 shares. While executed under a 10b5-1 plan, the magnitude of the reduction is material relative to the reporting position and could influence investor perception of insider conviction.

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)
08/21/2025

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	08/21/2025		S(1)		132,711	D	$63.0119(2)	1,807,534	D
Class A Common Stock	08/21/2025		S(1)		45,640	D	$63.2347(3)	1,761,894	D
Class A Common Stock	08/22/2025		S(1)		29,561	D	$63.7059(4)	1,732,333	D
Class A Common Stock	08/22/2025		S(1)		96,143	D	$64.9237(5)	1,636,190	D
Class A Common Stock	08/22/2025		S(1)		357,046	D	$65.3597(6)	1,279,144	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 $62.1800 to $63.1750 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 $63.1800 to $63.4500 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 $63.1900 to $64.1050 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 $64.1950 to $65.1900 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.

6. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $65.2000 to $65.8200 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	08/25/2025
	** 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 the Form 4 filed for BROS report?

The Form 4 reported multiple sales of Class A common stock by DM Individual Aggregator, LLC on August 21–22, 2025 under a Rule 10b5-1 plan.

How many shares were sold and what was the change in beneficial ownership for BROS?

660,101 shares were sold, reducing beneficial ownership from 1,807,534 to 1,279,144 shares, a decline of 528,390 shares.

Were the sales part of a pre-arranged plan for BROS insiders?

Yes. The checkbox and explanatory note state the transactions were effected automatically pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2024.

What prices were the shares sold at in the filing?

Weighted-average sale prices are reported across grouped transactions with ranges approximately from $62.18 to $65.82 per share, producing the listed weighted averages for each group.

Who signed the Form 4 filing for BROS?

The form was signed by Thomas P. Conaghan as Attorney-in-Fact for Travis Boersma, Manager, dated August 25, 2025.