Dutch Bros (BROS) Executive Chairman Sells 1.71M Shares via 10b5-1 Plans

Rhea-AI Filing Summary

Travis Boersma, Executive Chairman and reported 10% owner of Dutch Bros Inc. (BROS), reported a series of sales of Class A common stock on August 21–22, 2025. The Form 4 shows the sales were effected under Rule 10b5-1 trading plans adopted November 22, 2024, by DM Trust Aggregator, LLC and DM Individual Aggregator, LLC. The table lists multiple dispositions totaling 1,712,319 shares sold at transaction prices ranging approximately from $62.18 to $65.82, with weighted-average prices reported for each group of sales. The filing includes standard disclaimers that the reporting person manages the DM entities and disclaims beneficial ownership except for any pecuniary interest. The Form 4 was signed by an attorney-in-fact on August 25, 2025.

Positive

• Sales executed under Rule 10b5-1 plans, indicating pre-established trading schedules and potential compliance with insider-trading safe-harbors
• Full disclosure of weighted-average prices and transaction ranges for each sale group provides transparency

Negative

• Large aggregate insider selling: 1,712,319 shares disposed across August 21–22, 2025, which is material in size
• Reporting person is Executive Chairman and a 10% owner, so the disposals may be perceived as significant by investors despite 10b5-1 coverage

Insights

Financial Analyst

TL;DR: Large insider sales (1.71M shares) executed under pre-established 10b5-1 plans, reducing reported indirect holdings while providing liquidity but not necessarily indicating negative company fundamentals.

The transactions total 1,712,319 shares sold across August 21–22, 2025, at prices in the low-to-mid $60s. Because the sales were executed pursuant to 10b5-1 plans adopted November 22, 2024, they likely reflect pre-planned liquidity rather than opportunistic timing. For investors, the cashing out by a senior executive is material by size but the filing discloses management of the DM entities and a disclaimer of beneficial ownership, which complicates interpretation of Boersma's economic exposure.

Corporate Governance Expert

TL;DR: Material insider disposals by an Executive Chairman and 10% owner raise governance and signaling questions despite being part of Rule 10b5-1 plans.

The Form 4 clearly documents sizeable, pre-planned dispositions by entities managed by the reporting person. The adoption of 10b5-1 plans provides a compliance framework and affirmative defense for timing, but market participants often view large sales by senior insiders as governance-relevant events worth monitoring. The filing also contains the standard disclaimer of beneficial ownership, which should be noted when assessing control and voting implications.

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^*

Boersma Travis

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman of Board

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)		211,023	D	$63.0119(2)	2,874,159	I	By DM Trust Aggregator, LLC(3)
Class A Common Stock	08/21/2025		S(1)		72,574	D	$63.2347(4)	2,801,585	I	By DM Trust Aggregator, LLC(3)
Class A Common Stock	08/22/2025		S(1)		47,005	D	$63.7059(5)	2,754,580	I	By DM Trust Aggregator, LLC(3)
Class A Common Stock	08/22/2025		S(1)		152,878	D	$64.9237(6)	2,601,702	I	By DM Trust Aggregator, LLC(3)
Class A Common Stock	08/22/2025		S(1)		567,738	D	$65.3597(7)	2,033,964	I	By DM Trust Aggregator, LLC(3)
Class A Common Stock	08/21/2025		S(8)		132,711	D	$63.0119(2)	1,807,534	I	By DM Individual Aggregator, LLC(3)
Class A Common Stock	08/21/2025		S(8)		45,640	D	$63.2347(4)	1,761,894	I	By DM Individual Aggregator, LLC(3)
Class A Common Stock	08/22/2025		S(8)		29,561	D	$63.7059(5)	1,732,333	I	By DM Individual Aggregator, LLC(3)
Class A Common Stock	08/22/2025		S(8)		96,143	D	$64.9237(6)	1,636,190	I	By DM Individual Aggregator, LLC(3)
Class A Common Stock	08/22/2025		S(8)		357,046	D	$65.3597(7)	1,279,144	I	By 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)
				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 $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. 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 $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.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma	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 transactions did Travis Boersma report on the Form 4 for BROS?

The Form 4 reports multiple sales of Class A common stock executed on August 21–22, 2025, totaling 1,712,319 shares sold.

Were the insider sales executed under an approved trading plan?

Yes. The sales were effected pursuant to Rule 10b5-1 trading plans adopted by DM Trust Aggregator, LLC and DM Individual Aggregator, LLC on November 22, 2024.

At what prices were the shares sold in these transactions?

Reported transaction prices ranged approximately from $62.18 to $65.82, with weighted-average prices disclosed for each group of sales.

How does the filing describe the reporter's ownership interest?

The reporting person is the manager of the DM entities and disclaims beneficial ownership

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma on August 25, 2025.