Dutch Bros (BROS) CMO details RSU conversion and tax share withholding

Rhea-AI Filing Summary

Dutch Bros Inc. Chief Marketing Officer Tana Davila reported equity compensation activity. On February 20, 2026, 1,523 restricted stock units were converted into 1,523 shares of Class A Common Stock at $0.00 per share. On the same date, 490 shares were disposed of at $48.81 per share to satisfy tax obligations, leaving Davila with 13,604 directly owned Class A shares. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock, with 33.33% scheduled to vest on each of February 20, 2026, 2027, and 2028.

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^*

DAVILA TANA

(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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/20/2026		M		1,523	A	(1)	14,094	D
Class A Common Stock	02/20/2026		F		490	D	$48.81	13,604	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
Restricted Stock Units	(1)	02/20/2026		M			1,523	(2)	(2)	Class A Common Stock	1,523	$0	3,048	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 Tana Davila	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.

FAQ

What insider transactions did Dutch Bros (BROS) report for Tana Davila?

Dutch Bros Chief Marketing Officer Tana Davila reported RSU-related activity, converting 1,523 restricted stock units into 1,523 Class A shares and disposing of 490 shares to cover tax obligations, all dated February 20, 2026, as part of her equity compensation.

How many Dutch Bros (BROS) shares does Tana Davila own after this Form 4?

After these transactions, Tana Davila directly owns 13,604 shares of Dutch Bros Class A Common Stock. This reflects RSU conversion of 1,523 shares and the withholding of 490 shares to satisfy tax obligations associated with the equity award.

What type of equity award did Dutch Bros (BROS) grant to Tana Davila?

Tana Davila holds restricted stock units, each representing a contingent right to receive one Dutch Bros Class A share. The award vests 33.33% on February 20, 2026, 33.33% on February 20, 2027, and 33.33% on February 20, 2028, subject to continued service.

Why were some Dutch Bros (BROS) shares disposed of in Tana Davila’s Form 4?

The 490 Class A shares were disposed of at $48.81 per share to satisfy tax liabilities associated with the equity award. This tax-withholding disposition is coded “F” on the Form 4 and does not represent an open-market sale decision by the executive.

What does transaction code M mean in the Dutch Bros (BROS) Form 4 for Tana Davila?

Transaction code “M” indicates the exercise or conversion of a derivative security. For Tana Davila, 1,523 restricted stock units were converted into 1,523 shares of Class A Common Stock at $0.00 per share as part of her stock-based compensation.