DM Trust Aggregator, LLC - Feb 7, 2025 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Role
10%+ Owner
Signature
/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager
Stock symbol
BROS
Transactions as of
Feb 7, 2025
Transactions value $
$0
Form type
4
Date filed
2/11/2025, 05:03 PM
Previous filing
Nov 5, 2024
Next filing
Feb 12, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BROS Class B Common Stock Other $0 -9.2K -0.04% $0.00 20.6M Feb 7, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BROS Class A Common Units Other $0 -15.8K -0.04% $0.00 35.3M Feb 7, 2025 Class A Common Stock 15.8K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 7, 2025, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the surrender and cancellation without consideration of 15,734 shares of the Issuer's Class B Common Stock, in accordance with the amended and restated 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 were reduced by 15,770 units, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Trust Aggregator, LLC were reduced by 9,204 shares.
F2 Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.
F3 In accordance with the amended and restated 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.