Dutch Bros (BROS) Insider Files 10b5-1 Sales Reducing Stake to 1.55M Shares

Rhea-AI Filing Summary

DM Trust Aggregator, LLC reported a series of automatic sales of Dutch Bros Inc. (BROS) Class A common stock executed on 08/25/2025 under a Rule 10b5-1 trading plan adopted on November 22, 2024. The reporting person sold a total of 483,568 shares across multiple transactions at weighted-average prices in four bands ranging from approximately $65.74 to $69.92. After the transactions, the reporting person’s beneficial ownership in Class A stock was reported as 1,550,396 shares. The Form 4 was signed by an attorney-in-fact on 08/26/2025. All information is reported as disclosed; no additional context or motives are provided in the filing.

Positive

• Transactions executed under a Rule 10b5-1 trading plan adopted on November 22, 2024, indicating preplanned sales.
• Filing discloses weighted-average prices and offers to provide per-price breakdowns upon request, supporting transparency.
• Form 4 signed and filed, meeting Section 16 reporting requirements.

Negative

• Large aggregate disposition of 483,568 shares executed on 08/25/2025, which materially reduces beneficial ownership.
• Beneficial ownership declined to 1,550,396 Class A shares after the reported transactions.
• Sales occurred across price ranges from approximately $65.74 to $69.92, representing significant realized proceeds (prices disclosed).

Insights

Securities Analyst

TL;DR: Large, preplanned insider sales totaling 483,568 shares executed under a 10b5-1 plan could be viewed as significant but were automated.

The filing documents substantial dispositions executed on a single date under a previously adopted Rule 10b5-1 plan. The aggregate sold amount, 483,568 shares, and weighted-average sale-price ranges ($65.74–$69.92) are material relative to a single reporting entity’s holdings. Because the trades were made pursuant to an established trading plan, they carry less informational content about current insider views, but they do reduce the reporting person’s beneficial ownership to 1,550,396 shares, which is a meaningful decline in absolute terms.

Corporate Governance Expert

TL;DR: The disclosure follows rule-compliant procedure; plan-based sales provide procedural transparency but reduce insider stake.

The Form 4 indicates compliance with Section 16 reporting and explicit reliance on a 10b5-1 plan adopted on November 22, 2024. Filing includes weighted-average prices and an undertaking to provide per-price breakdowns on request, which supports transparency. From a governance perspective, the automated nature limits concerns about opportunistic timing, though the net reduction in holdings to 1,550,396 shares materially lowers the insider’s stake.

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 Trust 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)		2,517	D	$65.9614(2)	2,031,447	D
Class A Common Stock	08/25/2025		S(1)		56,022	D	$67.8915(3)	1,975,425	D
Class A Common Stock	08/25/2025		S(1)		174,916	D	$68.3948(4)	1,800,509	D
Class A Common Stock	08/25/2025		S(1)		250,113	D	$69.5922(5)	1,550,396	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 Trust 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 did the Form 4 for BROS disclose about insider transactions on 08/25/2025?

The filing shows automatic sales of 483,568 Class A shares on 08/25/2025 under a 10b5-1 plan, at weighted-average price bands between $65.74 and $69.92.

Were the sales for BROS made under a preexisting trading plan?

Yes. The Form 4 indicates the trades were effected automatically pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2024.

How much did the reporting person own after the transactions?

Following the reported sales, the reporting person beneficially owned 1,550,396 Class A shares.

Does the filing provide per-transaction sale prices?

The filing reports weighted-average price ranges for groups of trades and states the filer will provide a per-price breakdown to the issuer, security holders, or the SEC upon request.

Who signed the Form 4 for these transactions?

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