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Dutch Bros (NYSE: BROS) entities tied to chair sell 749,999 shares under 10b5-1 plans

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Dutch Bros Inc. reported that entities associated with Executive Chairman and 10% owner Travis Boersma sold Class A common stock in open‑market transactions. On May 27–28, 2026, DM Trust Aggregator, LLC and DM Individual Aggregator, LLC together sold 749,999 shares at weighted average prices around $56 per share under pre‑existing Rule 10b5‑1 trading plans adopted on February 19, 2026. After these sales, the DM Individual Aggregator, LLC held 3,193,963 shares and the DM Trust Aggregator, LLC held 5,981,465 shares, indicating that these entities continue to own substantial indirect stakes. Footnotes state that Boersma disclaims beneficial ownership of these securities beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Boersma Travis
Role Executive Chairman of Board
Sold 749,999 shs ($42.15M)
Type Security Shares Price Value
Sale Class A Common Stock 133,728 $56.1565 $7.51M
Sale Class A Common Stock 71,399 $56.1565 $4.01M
Sale Class A Common Stock 355,217 $56.2102 $19.97M
Sale Class A Common Stock 189,655 $56.2102 $10.66M
Holdings After Transaction: Class A Common Stock — 5,981,465 shares (Indirect, By DM Trust Aggregator, LLC)
Footnotes (1)
  1. As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by DM Trust Aggregator, LLC on February 19, 2026. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.0000 to $56.5800 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. The reporting person is the manager of DM Trust Aggregator, LLC and DM Individual Aggregator, LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.0000 to $56.4400 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. 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 February 19, 2026.
Total shares sold 749,999 shares Open-market sales on May 27–28, 2026
May 27 weighted average price $56.2102 per share Class A common stock sales
May 28 weighted average price $56.1565 per share Class A common stock sales
Post-trade holdings - DM Individual Aggregator 3,193,963 shares Indirect ownership after transactions
Post-trade holdings - DM Trust Aggregator 5,981,465 shares Indirect ownership after transactions
Rule 10b5-1 plan adoption date February 19, 2026 DM Trust Aggregator and DM Individual Aggregator plans
Rule 10b5-1 trading plan regulatory
"this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average sale price financial
"Represents the weighted average sale price. These shares were sold in multiple transactions"
beneficial ownership regulatory
"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any"
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Boersma Travis
(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman of Board
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/27/2026S(1)355,217D$56.2102(2)6,115,193IBy DM Trust Aggregator, LLC(3)
Class A Common Stock05/28/2026S(1)133,728D$56.1565(4)5,981,465IBy DM Trust Aggregator, LLC(3)
Class A Common Stock05/27/2026S(5)189,655D$56.2102(2)3,265,362IBy DM Individual Aggregator, LLC(3)
Class A Common Stock05/28/2026S(5)71,399D$56.1565(4)3,193,963IBy DM Individual Aggregator, LLC(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Trust Aggregator, LLC on February 19, 2026.
2. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.0000 to $56.5800 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. The reporting person is the manager of DM Trust Aggregator, LLC and DM Individual Aggregator, LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
4. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.0000 to $56.4400 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. 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 February 19, 2026.
Remarks:
/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma05/29/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Dutch Bros (BROS) report in this Form 4?

Dutch Bros reported that entities linked to Executive Chairman Travis Boersma sold 749,999 shares of Class A common stock in open‑market transactions on May 27–28, 2026, at weighted average prices around $56 per share under Rule 10b5‑1 trading plans.

Who actually sold Dutch Bros (BROS) shares in the reported Form 4?

The sales were made by DM Trust Aggregator, LLC and DM Individual Aggregator, LLC, entities managed by Travis Boersma. These entities, not Boersma personally, executed the open‑market transactions and hold the reported indirect positions in Dutch Bros Class A common stock.

How many Dutch Bros (BROS) shares were sold and at what prices?

A total of 749,999 Dutch Bros Class A shares were sold. Weighted average sale prices were $56.2102 on May 27, 2026 and $56.1565 on May 28, 2026, with individual trades ranging approximately between $56.00 and $56.58 per share.

Were the Dutch Bros (BROS) insider sales made under a Rule 10b5-1 plan?

Yes. Footnotes state that both DM Trust Aggregator, LLC and DM Individual Aggregator, LLC executed these transactions automatically pursuant to Rule 10b5‑1 trading plans adopted on February 19, 2026, indicating the sales were pre‑scheduled rather than discretionary.

How many Dutch Bros (BROS) shares do the reporting entities hold after these sales?

After the reported trades, DM Individual Aggregator, LLC held 3,193,963 Dutch Bros Class A shares, while DM Trust Aggregator, LLC held 5,981,465 shares, showing that they continue to own large indirect positions even after the 749,999‑share sale.

Does Travis Boersma claim full beneficial ownership of the Dutch Bros (BROS) shares reported?

No. A footnote explains that multiple members own interests in the DM entities and that Travis Boersma disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest, if any, in those holdings.