Was the Dutch Bros (BROS) insider share disposal an open-market sale?

No. The 1,682-share disposal was coded “F,” indicating a tax-withholding transaction. Shares were delivered at $48.81 per share to satisfy tax obligations tied to equity compensation, not sold in a discretionary open-market trade.

Dutch Bros (BROS) CEO logs RSU conversion and tax-withholding share disposal

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Dutch Bros Inc. CEO and President Christine Barone reported equity award activity involving restricted stock units (RSUs) and Class A Common Stock. On February 20, 2026, she exercised or converted 6,095 RSUs, each representing a right to receive one share of Class A Common Stock, resulting in 6,095 Class A shares acquired at a stated price of $0.00 per share.

Following these transactions, her direct holdings were 12,190 RSUs and 48,126 Class A shares before a tax-related share disposition. To cover tax liability, 1,682 Class A shares were disposed of at $48.81 per share in a tax-withholding transaction, leaving 46,444 Class A shares directly held. The RSU award vests in three equal installments of 33.33% on February 20 of 2026, 2027, and 2028.

Insider Trade Summary

6,095 shares exercised/converted

Mixed 3 txns

Insider Barone Christine

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,095	$0.00	--
Exercise	Class A Common Stock	6,095	$0.00	--
Tax Withholding	Class A Common Stock	1,682	$48.81	$82K

Holdings After Transaction: Restricted Stock Units — 12,190 shares (Direct); Class A Common Stock — 48,126 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The reporting person received an award of restricted stock units, 33.33% of which will vest on each of February 20, 2026, February 20, 2027, and February 20, 2028.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 05:53 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
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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^*

Barone Christine

(Last)

(First)

(Middle)

C/O DUTCH BROS INC.

1930 W RIO SALADO PKWY

(Street)

TEMPE

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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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)
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 A Common Stock	02/20/2026		M		6,095	A	⁽¹⁾	48,126	D
Class A Common Stock	02/20/2026		F		1,682	D	$48.81	46,444	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)
Restricted Stock Units	⁽¹⁾	02/20/2026		M			6,095	⁽²⁾	⁽²⁾	Class A Common Stock	6,095	$0	12,190	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. The reporting person received an award of restricted stock units, 33.33% of which will vest on each of February 20, 2026, February 20, 2027, and February 20, 2028.

Remarks:

	/s/ Betsy Judd, Attorney-in-Fact for Christine Barone	02/24/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Dutch Bros (BROS) CEO Christine Barone report in this Form 4?

Christine Barone reported exercising 6,095 restricted stock units into 6,095 shares of Class A Common Stock and a related tax-withholding share disposition. These transactions reflect equity compensation activity rather than an open-market purchase or sale program.

How many Dutch Bros (BROS) RSUs and shares does Christine Barone hold after these transactions?

After the reported transactions, Christine Barone directly holds 12,190 restricted stock units and 46,444 shares of Class A Common Stock. These figures come from the post-transaction ownership totals disclosed for the derivative and non-derivative securities.

What is the vesting schedule for Christine Barone’s Dutch Bros (BROS) RSU award?

The RSU award vests in three equal installments of 33.33% on February 20, 2026, February 20, 2027, and February 20, 2028. Each vested restricted stock unit converts into one share of Dutch Bros Class A Common Stock.

What does each Dutch Bros (BROS) restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of Dutch Bros Class A Common Stock. When RSUs vest and are settled, the holder receives an equivalent number of common shares, subject to applicable tax withholding.