04/24/2026 | Press release | Distributed by Public on 04/24/2026 15:13
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Boersma Travis C/O DUTCH BROS INC. 1930 W RIO SALADO PKWY TEMPE, AZ 85281 |
X | X | Executive Chairman of Board | |
| /s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma | 04/24/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |