Travis Boersma - Feb 7, 2025 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Signature
/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma
Stock symbol
BROS
Transactions as of
Feb 7, 2025
Transactions value $
$0
Form type
4
Date filed
2/11/2025, 04:14 PM
Previous filing
Nov 5, 2024
Next filing
Feb 12, 2025

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 By DM Trust Aggregator, LLC F1, F2
transaction BROS Class B Common Stock Other $0 -6.33K -0.04% $0.00 14.2M Feb 7, 2025 By DM Individual Aggregator, LLC F1, F2
transaction BROS Class B Common Stock Other $0 -204 -0.04% $0.00 455K Feb 7, 2025 By DMI Holdco LLC F1, F2

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 By DM Trust Aggregator, LLC F1, F2, F3, F4
transaction BROS Class A Common Units Other $0 -9.92K -0.04% $0.00 22.2M Feb 7, 2025 Class A Common Stock 9.92K By DM Individual Aggregator, LLC F1, F2, F3, F4
transaction BROS Class A Common Units Other $0 -320 -0.04% $0.00 714K Feb 7, 2025 Class A Common Stock 320 By DMI Holdco LLC F1, F2, F3, F4
* 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, DM Individual Aggregator, LLC and DMI Holdco LLC were each reduced by 15,770 units, 9,918 units and 320 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 9,204 shares, 6,326 shares and 204 shares, respectively.
F2 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.
F3 Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.
F4 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.