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Form 4 Dutch Bros Inc. For: Apr 22 Filed by: Boersma Travis

April 24, 2026 5:13 PM
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
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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).
1. Name and Address of Reporting Person *
Boersma Travis
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman of Board
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026
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 B Common Stock 04/22/2026 J (1) 19,318 D $ 0 (1) 20,579,218 I By DM Trust Aggregator, LLC (2)
Class B Common Stock 04/22/2026 J (1) 13,277 D $ 0 (1) 14,143,857 I By DM Individual Aggregator, LLC (2)
Class B Common Stock 04/22/2026 J (1) 427 D $ 0 (1) 454,849 I By DMI Holdco LLC (2)
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
Class A Common Units (1) (2) 04/22/2026 J (3) 27,341 (2) (2) Class A Common Stock 27,341 $ 0 (3) 29,125,560 I By DM Trust Aggregator, LLC (4)
Class A Common Units (1) (2) 04/22/2026 J (3) 17,195 (2) (2) Class A Common Stock 17,195 $ 0 (3) 18,316,816 I By DM Individual Aggregator, LLC (4)
Class A Common Units (1) (2) 04/22/2026 J (3) 670 (2) (2) Class A Common Stock 670 $ 0 (3) 713,090 I By DMI Holdco LLC (4)
Explanation of Responses:
1. Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.
2. 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.
3. 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, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 27,341 units, 17,195 units and 670 units, respectively, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 19,318 shares, 13,277 shares and 427 shares, respectively.
4. The Reporting Person is the manager of DM Trust Aggregator, LLC, DM Individual Aggregator, LLC and DMI Holdco LLC (the "DM Trusts"). Multiple members hold ownership interests in the DM Trusts, including the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose.
/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma 04/24/2026
** Signature of Reporting Person Date
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