Dutch Bros (NYSE: BROS) major holder reports recapitalization, unit and Class B share cuts

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DM Trust Aggregator, LLC, a 10% owner of Dutch Bros Inc., reported an internal recapitalization on April 22, 2026. Dutch Mafia, LLC completed a reverse unit split that canceled 33,022 shares of Dutch Bros Class B Common Stock, reducing DM Trust Aggregator’s holdings by 19,318 Class B shares to 20,579,218 and by 27,341 Class A Common Units to 29,125,560. These Class A Common Units are exchangeable one-for-one into Class A Common Stock, and some are paired with an equal number of Class B shares that are surrendered and canceled when exchanged.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DM Trust Aggregator, LLC

Role null

Type	Security	Shares	Price	Value
Other	Class A Common Units	27,341	$0.00	--
Other	Class B Common Stock	19,318	$0.00	--

Holdings After Transaction: Class A Common Units — 29,125,560 shares (Direct, null); Class B Common Stock — 20,579,218 shares (Direct, null)

Footnotes (1)

On April 22, 2026, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the cancellation without consideration of 33,022 shares of the Issuer's Class B Common Stock, in accordance with the limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Trust Aggregator, LLC were reduced by 27,341 units, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC were reduced by 19,318 shares. Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer. In accordance with the limited liability company agreement of Dutch Mafia, Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.

Key Figures

Class B shares canceled overall: 33,022 shares Class B shares reduced for DM Trust Aggregator: 19,318 shares Class A Common Units reduced: 27,341 units +3 more

6 metrics

Class B shares canceled overall 33,022 shares Class B Common Stock canceled in recapitalization on April 22, 2026

Class B shares reduced for DM Trust Aggregator 19,318 shares Reduction in Dutch Bros Class B holdings from recapitalization

Class A Common Units reduced 27,341 units Reduction in Dutch Mafia Class A Common Units for DM Trust Aggregator

Class B shares after transaction 20,579,218 shares Dutch Bros Class B Common Stock held by DM Trust Aggregator after recapitalization

Class A Units after transaction 29,125,560 units Dutch Mafia Class A Common Units held by DM Trust Aggregator after recapitalization

Restructuring shares total 46,659 units/shares Total units and shares impacted in restructuring transactions

Key Terms

reverse unit split, Class A Common Units, Class B Common Stock, Paired Units, +2 more

6 terms

reverse unit split financial

"the Class A Common Units of Dutch Mafia, LLC were recapitalized through a reverse unit split, which resulted in the cancellation"

Class A Common Units financial

"As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Trust Aggregator, LLC were reduced"

Class B Common Stock financial

"the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC were reduced by 19,318 shares"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Paired Units financial

"Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units")"

limited liability company agreement financial

"in accordance with the limited liability company agreement of Dutch Mafia (the "Recapitalization")"

A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.

exchangeable financial

"Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis"

Form 4 Insider Transactions: What Each Field Means →

04/24/2026 - 05:12 PM

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).

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

OREGON

97526

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	04/22/2026		J⁽¹⁾		19,318	D	$0⁽¹⁾	20,579,218	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units⁽²⁾	⁽³⁾	04/22/2026		J⁽¹⁾			27,341	⁽³⁾	⁽³⁾	Class A Common Stock	27,341	$0⁽¹⁾	29,125,560	D

Explanation of Responses:

1. On April 22, 2026, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the cancellation without consideration of 33,022 shares of the Issuer's Class B Common Stock, in accordance with the limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Trust Aggregator, LLC were reduced by 27,341 units, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC were reduced by 19,318 shares.

2. Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.

3. In accordance with the limited liability company agreement of Dutch Mafia, Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager	04/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did DM Trust Aggregator, LLC report in this Dutch Bros (BROS) Form 4?

DM Trust Aggregator, LLC reported an internal recapitalization at Dutch Mafia, LLC involving a reverse unit split. This restructuring canceled certain Class B shares and reduced its Class A Common Units and Class B Common Stock holdings without any stated purchase or sale of shares.

How many Dutch Bros Class B shares were affected in the April 22, 2026 recapitalization?

The recapitalization canceled 33,022 Dutch Bros Class B Common Stock shares. Of this total, DM Trust Aggregator, LLC’s beneficial holdings declined by 19,318 Class B shares, reflecting the impact of the reverse unit split on its ownership position in the issuer’s share structure.

What are DM Trust Aggregator, LLC’s Dutch Bros Class B holdings after the transaction?

After the recapitalization, DM Trust Aggregator, LLC directly holds 20,579,218 shares of Dutch Bros Class B Common Stock. This figure reflects the 19,318-share reduction from the reverse unit split and provides an updated view of its remaining Class B equity stake.

How were Dutch Mafia Class A Common Units of Dutch Bros (BROS) changed in this filing?

The recapitalization reduced DM Trust Aggregator, LLC’s Class A Common Units of Dutch Mafia by 27,341 units, leaving it with 29,125,560 units. These units represent interests in Dutch Bros’ operating company and are central to the Up‑C style equity structure disclosed.

Are Dutch Mafia Class A Common Units exchangeable for Dutch Bros Class A Common Stock?

Yes. Under Dutch Mafia’s limited liability company agreement, each Class A Common Unit is exchangeable one-for-one into Dutch Bros Class A Common Stock. Exchanges occur at the holder’s discretion and are subject to specified exceptions, conditions, and adjustments detailed in the governing agreement.

What are Paired Units in the Dutch Bros (BROS) equity structure?

Paired Units are Class A Common Units of Dutch Mafia coupled with an equal number of Dutch Bros Class B shares. When a Paired Unit is exchanged for Class A Common Stock, the associated Class B shares are surrendered to Dutch Bros and canceled, simplifying the holder’s equity into a single share class.