Dutch Bros Inc. (BROS) Announces 8M Share Offering by Selling Stockholders

On February 27, 2024, in connection with a registered underwritten public offering, Dutch Bros Inc. (NYSE: BROS) and Dutch Mafia, LLC entered into an underwriting agreement (the “Underwriting Agreement”) with certain affiliates of TSG Consumer Partners, L.P. (the “Selling Stockholders”) and Morgan Stanley, as the sole underwriter (the “Underwriter”), pursuant to which the Selling Stockholders agreed to sell to the Underwriter an aggregate of 8,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.00001 per share, at an offering price to the public of $29.05 per share (the “Offering”). The Company did not offer any Shares in the Offering and will not receive any proceeds from the sale of the Shares.

The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-274368) filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2023, and which was deemed effective upon filing with the Commission, a free writing prospectus, dated February 27, 2024, and a prospectus supplement, dated February 27, 2024, to the prospectus dated September 6, 2023.

The Underwriting Agreement contains the terms and conditions for the sale by the Underwriter of the Shares, customary representations, warranties and agreements by the Company and the Selling Stockholders, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Company’s directors and executive officers and the Selling Stockholders and certain of their affiliates have agreed, subject to certain exceptions, not to sell or transfer any shares of the Company’s Class A common stock for 45 days after February 27, 2024, without first obtaining the written consent of the Underwriter. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

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