Dutch Bros (NYSE: BROS) CFO converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Dutch Bros Inc. Chief Financial Officer Joshua J. Guenser exercised 2,539 restricted stock units on February 20, 2026, receiving an equal number of Class A shares at no cost. To cover tax obligations, 782 Class A shares were disposed of at $48.81 per share through tax withholding, leaving him with 16,858 Class A shares held directly. Each restricted stock unit represents one Class A share, and this award is scheduled to vest in three equal 33.33% installments on 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

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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^*

Guenser Joshua J

(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 Financial 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		2,539	A	(1)	17,640	D
Class A Common Stock	02/20/2026		F		782	D	$48.81	16,858	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			2,539	(2)	(2)	Class A Common Stock	2,539	$0	5,080	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 Joshua Guenser	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 Joshua J. Guenser?

Dutch Bros reported that CFO Joshua J. Guenser exercised 2,539 restricted stock units into Class A Common Stock, then had 782 shares withheld to cover taxes. After these equity award-related transactions, he directly held 16,858 shares of Class A Common Stock.

Did the Dutch Bros (BROS) CFO buy or sell shares on the open market?

The CFO did not conduct an open-market trade. He acquired 2,539 shares through exercising restricted stock units at no cost and 782 shares were disposed of solely to satisfy tax liabilities, a common non-market transaction tied to equity compensation.

How many Dutch Bros (BROS) shares does the CFO own after this Form 4?

Following the reported transactions, CFO Joshua J. Guenser directly owns 16,858 shares of Dutch Bros Class A Common Stock. This figure reflects the RSU conversion and the 782-share tax-withholding disposition recorded on February 20, 2026, in the Form 4 filing.

What are the terms of the Dutch Bros (BROS) restricted stock unit award?

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

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

Transaction code M indicates an exercise or conversion of a derivative security. For Dutch Bros, it shows the CFO converting 2,539 restricted stock units into the same number of Class A shares at a price of $0.00 per share, reflecting equity award settlement.

Why were 782 Dutch Bros (BROS) shares disposed of at $48.81?

The 782 shares were disposed of under transaction code F, which represents payment of tax liability by delivering securities. These shares of Class A Common Stock were withheld at a price of $48.81 per share to cover taxes arising from the RSU vesting and conversion.