UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

☐ Soliciting Material under § 240.14a-12

DUTCH BROS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Everyone who works for Dutch Bros is familiara business built on relationships—relationships with our communities, our franchisees and operators, our broistas, and our customers. This year, we’re doubling down on building these relationships as we execute on our growth objectives.

In 2023, we look to those words to guide us.

TheOur customers are at the heart of everything we do. Across the board, from broistas to executive leadership, Dutch Bros apphas an obsession with doing the right thing for each and Dutch Rewardsevery customer. That focused intensity will continue in 2024, through innovating, continuing to enhance our rewards program, remained one of the biggest priorities of 2022. The appand connecting with customers at our shops with Quality, Speed, and Service.

We believe our core customers like new, exciting menu offerings, and in 2023, we accelerated our innovation pipeline. In January 2024, we launched in February 2021protein coffee, which we believe provides a roadmap for future category expansion and quickly became one of the most popular apps in the foodincremental sales layers. Our customers responded better than we could have imagined, and beverage sector at the time. Today, it helps us reduce line times and is a key tool in reaching customers on a one-on-one basis through targeted promotions. We’re proudwe are encouraged by this approach. In addition, we’re planning to say the app is helping us connect with 5.2 million users.

This year, we’re focused on stepping up our innovative approach to interacting with customers. We’re currently testing mobile order with the goal of offering it as an impact on virtually everythingoption in a majority of our shops by the industryend of the year. We think this could be a big opportunity for us, and the consumer touches. From cybersecuritywe are committed to POS“getting it right.” Even as we develop our consumer-facing technology, we’re dedicated to consumer interface, it is impacting and enhancing everything we do. We’re focused on putting relationships at the center of technological advancements to ensure it remains where it should be—every advancement. That means enhancing, rather than overshadowing, our business model and lives.personal connections.

As we look to the year ahead, we’re committed to continuing to invest in our people and elevating the Dutch Bros may only have operated as a public companyexperience for a limited time, but we’ve been sharingboth our customers and crews.

For more than 32 years, Dutch Bros has shared the “Dutch Luv” for 31 years and we’ve learned a lot. While we’ll continue to share the Dutch Luv, we’re already seeing that 2023 is going to be very different. Economic pressures, high turnover, and uncertainty will likely shape the direction of companies across the country. Wein its communities. As we enter new communities, we remain committed to the formula that has helped us grow and thrive for more than three decades—focusing on our people, keeping our customers top of mind, and growing in a way that creates opportunities to change lives. We hope you’ll join us on this journey.

As used in this 20232024 proxy statement (this Proxy), the terms identified below have the meanings specified below unless otherwise noted or the context requires otherwise. References in this Proxy to “Dutch Bros,” the “Company,” “we,” “us” and “our” refer to Dutch Bros Inc. and its consolidated subsidiaries unless the context indicates otherwise.

Although we encourage you to read this proxy statement in its entirety, we include this Q&A section to provide some background information and brief answers to several questions you might have about the Annual Meeting.

A: These materials are provided to you in connection with our Annual Meeting, which will take place on Tuesday, May 16, 2023,14, 2024, at 2:00 p.m. Pacific Time. Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials because our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. Stockholders are invited to participate in the Annual Meeting and are requested to vote on the proposals described herein.

We intend to mail the Notice of Internet Availability of Proxy Materials on or about April 3, 2023,1, 2024, to all stockholders of record entitled to vote at the Annual Meeting.

A: In order to facilitate stockholder participation, the Annual Meeting will be held through a live webcast. You will not be able to attend the annual meeting in person. You, or your valid designated proxy, are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on March 21, 2023,19, 2024, the Record Date. To be admitted to the Annual Meeting virtually, you will need to visit www.virtualshareholdermeeting.com/BROS2023BROS2024 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form (if you received a printed copy of the proxy materials), or in the email sending you the Proxy. If you are a beneficial stockholder, you should contact the bank, broker, or other institution where you hold your account in advance of the meeting if you have questions about obtaining your control number/proxy to vote.

Please note, virtual participation in the Annual Meeting is limited due to the capacity of the host platform. Access to the Annual Meeting will be accepted on a first come, first served basis, so we encourage you to log into the virtual meeting site in advance of the start time of the Annual Meeting. Online check-in will start approximately thirty minutes before the meeting May 16, 202314, 2024 at 2:00 p.m. Pacific Time.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares. We recommend that you submit your proxy card or voting instructions in advance of the Annual Meeting so that your vote will be counted even if you decide not to participate in the Annual Meeting. See below under “Q: How do I submit my vote?” for detailed instructions on how to submit your vote.

A: Only stockholders of record at the close of business on the Record Date (March 21, 2023)19, 2024), will be entitled to vote at the Annual Meeting. On the Record Date, there were 45,663,52878,570,922 shares of Class A common stock outstanding and entitled to vote, 64,699,13660,071,226 shares of Class B common stock outstanding and entitled to vote, 41,056,42929,868,545 shares of Class C common stock outstanding and entitled to vote, and 12,411,4198,664,225 shares of Class D common stock outstanding and entitled to vote. Subsequent to the Record Date, our Sponsor exchanged 5,989,078 shares of Class C common stock (together with the corresponding Class A common units) and converted 2,010,922 shares of Class D common stock into shares of Class A common stock which were sold in the Offering. Upon the closing of the Offering on March 26, 2024, there were 86,570,922 shares of Class A common stock outstanding, 60,071,226 shares of Class B common stock outstanding, 23,879,467 shares of Class C common stock outstanding, and

A: You may vote “For” or “Against” or abstain from voting for each of the nominees to the Board on which you are entitled to vote. For the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023,2024, you may vote “For” or “Against” or abstain from voting. For the selection,approval, on a non-binding, advisory basis, of the preferred frequency of stockholder advisory votes regarding compensation of our named executive officers, you may vote for “1 year,” “2 years,” “3 years”“For” or “Against” or abstain from voting. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy card or voting instructions prior to the Annual Meeting so that your vote will be counted if you later decide not to attend the Annual Meeting.

To vote prior to the Annual Meeting until 8:59 p.m. Pacific Time on May 15, 2023,13, 2024, you may vote via the internet at www.proxyvote.com; by telephone; or by completing and returning your proxy card or voting instruction form, as described below:

To vote during the Annual Meeting, if you are a registered stockholder as of the Record Date and attending virtually, follow the instructions at www.virtualshareholdermeeting.com/BROS2023.BROS2024. You will need to enter the 16-digit Control Number found on your Notice of Internet Availability of Proxy Materials or in the email sending you the Proxy.

A: If you cannot find your Control Number and you are the registered stockholder, please call the number listed on your Notice of Internet Availability of Proxy Materials. If you cannot find your Control Number and you are a beneficial stockholder, you may contact the bank, broker, or other institution where you hold your account if you have questions about obtaining your control number prior to the Annual Meeting. If you are unable to locate your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.

A: A list of our stockholders of record as of the close of business on the Record Date will be available for the ten days prior to the Annual Meeting at our headquarters at 110 SW 4th Street, Grants Pass, Oregon 97526. If you would like to view the list for a legally valid purpose, please contact us to schedule an appointment during ordinary business hours by emailing investors@dutchbros.com.

A: If you have difficulty accessing the Annual Meeting, please call the number listed on the stockholder login page at www.virtualshareholdermeeting.com/BROS2023,BROS2024, where technicians will be available to help you.

A: We plan to have a Q&A session at the Annual Meeting and will include as many appropriate stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to the business of the Annual Meeting in advance of the Annual Meeting as well as live during the Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.proxyvote.com after logging in with your Control Number. Stockholders may submit questions during the Annual Meeting through www.virtualshareholdermeeting.com/BROS2023.BROS2024.

A: This Proxy contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, and other required information.

A: There are three proposals scheduled to be voted on at the Annual Meeting:

We will also consider other business that properly comes before the Annual Meeting.

A: The Board recommends that you vote your shares “FOR” the election of each of the Board’s nominees.

The Board recommends that you vote your shares “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023.2024.

The Board recommends that you vote your shares for“FOR” the approval, on a preferred frequencynon-binding, advisory basis, of “ONE YEAR” for non-binding, stockholder advisory votes regardingthe compensation of our named executive officers.

A: You may vote all shares of common stock that you owned as of the close of business on the Record Date (March 21, 2023)19, 2024).

The holders of Class A common stock, Class B common stock, Class C common stock, and Class D common stock vote together as a single class, other than for the election of two directors designated by our Sponsor,one director, where the holders of Class C common stock will vote as a separate class (in accordance with our amended and restated certificate of incorporation and our Stockholders Agreement, as described herein in the section titled “Other Matters—Transactions with Related Persons—Stockholders Agreement”).

You have one vote for each share of Class A common stock, ten votes for each share of Class B common stock, three votes for each share of Class C common stock, and three votes for each share of Class D common stock you owned as of the Record Date (March 21, 2023)19, 2024). Holders of outstanding shares of our

Class A common stock, Class B common stock, Class C common stock, and Class D common stock will vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law or pursuant to the terms of our amended and restated certificate of incorporation. As of the Record Date (March 21, 2023)19, 2024), there were 45,663,52878,570,922 shares of Class A common stock outstanding, 64,699,13660,071,226 shares of Class B common stock outstanding, 41,056,42929,868,545 shares of Class C common stock outstanding, and 12,411,4198,664,225 shares of Class D common stock outstanding, all of which are entitled to be voted at the Annual Meeting.

A: Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a registered stockholder and a beneficial owner.

Registered Stockholder: If your shares are registered directly in your name with our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, you are the registered stockholder, and these proxy materials are being sent directly to you. As the registered stockholder, you have the right to grant your voting proxy directly to us and to vote at the Annual Meeting.

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the registered stockholder. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the registered stockholder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions and the instructions on the Notice of Internet Availability of Proxy Materials.

A: Yes, you can change your proxy instructions at any time before the vote at the Annual Meeting, by:

For Beneficial Owners (shares registered in the name of broker or bank):

A: A quorum of stockholders is necessary to hold a valid meeting. The holders of a majority of the voting power of the outstanding shares of stock as of the Record Date who are entitled to vote at the Annual Meeting and present in person, by remote communication, or represented by proxy duly authorized at the Annual Meeting, shall constitute a quorum. Abstentions and broker non-votes (as described below) are counted as present for the purpose of determining a quorum. As of the Record Date (March 21, 2023)19, 2024),

common stock outstanding, with three votes per share, and 12,411,4198,664,225 shares of Class D common stock outstanding, with three votes per share, all of which are entitled to be voted at the Annual Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote online at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority (in voting power) of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

A: If you hold shares beneficially in street name and do not provide your broker with specific voting instructions, your shares may constitute “broker non-votes.” Under the rules of the New York Stock Exchange (NYSE), brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposals 1 and 3 are considered to be “non-routine” under NYSE rules, meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without your specific instruction. Broker non-votes are counted for quorum purposes but not in counting votes cast for, or entitled to vote on, a proposal.

If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the materials you receive from your broker, bank, or other nominee.

A: We are designating Charles L. Jemley, our Chief Financial Officer, and Victoria Tullett, our Chief Legal Officer and Corporate Secretary and Joshua Lute, our Vice President of Employment and Franchise Law and Assistant Corporate Secretary, to hold and vote all properly tendered proxies. If you have indicated a vote, they will so vote. If you have left a vote blank, they will vote as the Board recommends.

While we do not expect any other business to come up for vote, if it does, they will vote in their discretion. If a director nominee is unwilling or unable to serve, the proxyholders will vote in their discretion for an alternative nominee.

A: You may receive more than one Notice of Internet Availability of Proxy Materials, if, for example, you hold your shares in more than one name or in different brokerage accounts. You must vote based on the instructions in each Notice of Internet Availability of Proxy Materials separately.

A: Broadridge Financial Solutions, Inc., has been appointed to be the inspector of elections, to act at the meeting, to make a written report thereof, to take charge of the polls, and to make a certificate of the result of the vote taken.

NineEight director nominees are to be elected at the Annual Meeting. The holders of Class C common stock, voting as a separate class, are entitled to elect one member of the Board. The holders of Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class, are entitled to elect seven members of the Board. The holders of Class C common stock, voting as a separate class, are entitled to elect tworemaining members of the Board. Our stockholders do not have any right to vote cumulatively in any election of directors. Directors elected by the holders of the Class A common

To be approved, Proposal No. 2, ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023,2024, must receive “For” votes from the holders of a majority of votes present virtually or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote.

To be approved, Proposal No. 3, selection,approval, on a non-binding, advisory basis, of the preferred frequency of stockholder advisory votes regarding compensation of our named executive officers, a single frequency must receive “For” votes from the holders of a majority of votes present virtually or represented by proxy and entitled to vote on the matter. Because there are multiple frequency options presented, it is possible that no frequency will receive a majority. In such case, we will consider the frequency option that received the most votes present virtually or represented by proxy and entitled to vote on the matter to be the frequency selected. If you “Abstain” from voting, it will have no effect.the same effect as an “Against” vote.

We will announce preliminary results at the meeting and publish final voting results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the end of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within Dutch Bros or to third parties, except as necessary (i) to meet applicable legal requirements, (ii) to allow for tabulation and certification of the vote, and (iii) to facilitate successful proxy solicitation by the Board.

A: We bear the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. The solicitation of proxies or votes may be made in person, by telephone, and by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for these solicitation activities. In addition, we may reimburse brokerages and other entities that represent beneficial owners for their expenses in forwarding solicitation materials to beneficial owners.

A: Stockholders may present proper proposals for inclusion in our proxy statement for next year and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner.

For a stockholder proposal or director nomination to be considered for inclusion in our proxy materials for next year’s annual meeting, our Corporate Secretary must receive the written proposal at our principal executive offices at the corporate address provided below not later than December 5, 2023.2, 2024. In the event that we hold next year’s annual meeting more than 30 days before or after the one-year anniversary of this year’s Annual Meeting (i.e., before April 16, 2024,14, 2025, or after June 15, 2024)13, 2025), notice of a stockholder proposal must be received by our Corporate Secretary a reasonable time before we begin to print and send our proxy materials. In addition, stockholder proposals must comply with the requirements of Rule

If a stockholder wishes to submit a nomination or proposal, which will not be included in our proxy materials, for consideration at next year's annual meeting, our amended and restated bylaws establish an advance notice procedure. Pursuant to our amended and restated bylaws, the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for next year’s annual meeting, our Corporate Secretary must receive the written notice at our principal executive offices at the corporate address provided below:

In the event that we hold next year’s annual meeting more than 30 days before or after the one-year anniversary of this year’s Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement next year must be received by our Corporate Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of their intention to present a proposal at an annual meeting of stockholders does not appear to present their proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

A: Yes, our Board will consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated bylaws.

A: Yes, any stockholder or other interested party may write to the Board at our address below or by email at investors@dutchbros.com.

Dutch Bros Inc.

Attention: Corporate Secretary

110 SW 4th Street

A: We have adopted a procedure called "householding," which is approved by the SEC and permits the delivery of a single Notice of Internet Availability of Proxy Materials and, if applicable, one copy of the

proxy materials, to multiple stockholders sharing an address. Stockholders who participate in householding will continue to access and receive separate proxy cards. If one Notice of Internet Availability of Proxy Materials or set of other proxy materials is delivered to two or more stockholders who share an address, upon written or oral request we will promptly deliver a separate copy of such materials to a stockholder at a shared address. Please contact our agent using the information provided on the Notice of Internet Availability of Proxy Materials, or us at our offices at the address above, if you wish to receive a separate copy of any proxy materials, or if one household that is currently receiving multiple copies wishes to receive only a single copy of each of these documents for your household, please contact Broadridge Financial Solutions Inc. by calling their toll free number, 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, NY 11717, Attention: Householding Department. If in the future you wish to receive separate copies of our proxy materials, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at our office at the address above.

Our business and affairs are managed under the direction of our Board. We currently have nineeight directors with no vacancies. one vacancy following the resignation of Blythe Jack on March 22, 2024 in connection with the Offering and in accordance with our amended and restated certificate of incorporation and the Stockholders Agreement. Ms. Jack is not standing for re-election at the Annual Meeting. The Board thanks Ms. Jack for her guidance and dedicated service.

There are nineeight nominees for director this year, seven of whom will be elected by the holders of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class, and twoone of whom will be elected by the holders of our Class C common stock, voting as a separate class. Directors are elected annually by a majority of eligible votes cast on each director’s election. ifAs a result of Ms. Jack’s resignation, there will be one vacancy following the Annual Meeting. If you “Abstain” from voting, it will have no effect. This matter is non-routine, thus, if you hold your shares in street name, your broker may not vote your shares for you.

Our amended and restated certificate of incorporation and our amended and restated bylaws permit our Board to establish the authorized number of directors from time to time by resolution. Our amended and restated certificate of incorporation permits the holders of our Class C common stock, voting as a separate class, to elect up to two members to the Board subject to certain limitations set forth therein. We have also entered into the Stockholders Agreement with investment funds affiliated with our Sponsor which provides that investment funds affiliated with our Sponsor will have the right to designate up to two of the directors serving on our Board. Subsequent to the Record Date, our Sponsor exchanged and sold 5,989,078 shares of Class C common stock (together with the corresponding Class A common units) and converted 2,010,922 shares of Class D common stock into shares of Class A common stock which were sold in the Offering. Upon the closing of the Offering, the total number of outstanding shares of the Class C common stock and Class D common stock was less than 50% of the total number of shares of our Class C common stock and Class D common stock outstanding immediately prior to the closing of our IPO. In accordance with our amended and restated certificate of incorporation, the holders of Class C common stock only be entitled to vote as a separate class on one director at the Annual Meeting notwithstanding the fact that the holders of Class C common stock are entitled to vote the number of shares of Class C common stock held by them and outstanding on the Record Date. See “Other Matters—Transactions with Related Persons—Stockholders Agreement.”

All of the directors were last elected as members of our Board at our 20222023 annual meeting of stockholders, with the exception of Ann M. Miller,C. David Cone and Sean Sullivan, who were appointed to our Board in November 2023 to fill the vacancies created by the resignations of Shelley Broader and Charles Esserman, and Christine Barone, who was appointed to our Board in August 2022.January 2024 to fill the vacancy created by the resignation of Jonathan “Joth” Ricci. Each of the nominees listed below is currently a director of Dutch Bros. If elected at the Annual Meeting, each of these nominees would serve until the 20242025 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is Dutch Bros’ policy to encourage directors and nominees for director to attend the Annual Meeting. Vacancies and newly created directorships on the Board will be filled as provided in the amended and restated certificate of incorporation, except as otherwise required by applicable law.

Mr. Boersma is our Co-Founder and has served as our Executive Chairman since August 2021 and as the Executive Chairman of Dutch Bros OpCo since February 2021. Prior to serving as our Executive Chairman, he served as the Chief Executive Officer of Dutch Bros OpCo from February 2019 to February 2021. Mr. Boersma has led us as Co-Founder since 1992. Mr. Boersma attended Southern Oregon University. We believe that Mr. Boersma’s experience as our co-Founder and his industry knowledge, as well as his leadership experience, make him an appropriate member of our Board.

Mr. RicciMs. Barone has served as our Chief Executive Officer and as a member of our board of directorsBoard since August 2021,January 2024, and as our President from August 2021 tosince February 2023,2023. Ms. Barone has worked in the food service and beverage industries for more than a decade, and most recently served as Chief Executive Officer of Dutch Bros OpCo since February 2021,at True Food Kitchen, a high growth restaurant and the President of Dutch Bros OpColifestyle brand, from January 2019August 2016 to February 2023. Prior to that, she served in various leadership roles at Starbucks Corporation (Nasdaq: SBUX). Earlier in her career, she held positions with Bain & Company and Raymond James. Since JanuaryMarch 2020, Mr. Ricci has served as Chairman of the board of directors of Dutch Bros Foundation, our philanthropic arm. From April 2017 to January 2019, he served as President and Chief Executive Officer of Adelsheim Vineyard. From February 2013 to April 2017, Mr. Ricci served as President of Stumptown Coffee Roasters, a coffee company. In addition to his senior management experience, Mr. RicciMs. Barone has served on various boardsthe Board of directorsDirectors of Yelp Inc. Ms. Barone holds a B.A. in the beverage industryApplied Mathematics and civic organizations since January 2012. Mr. Ricci received a B.S. in Business Educationan M.B.A. from Oregon StateHarvard University. We believe Mr. Ricci’sthat Ms. Barone’s extensive leadership experience and knowledge ofexpertise in our industry, operations, and brand marketing make himher an appropriate member of our Board.

Mr. Davis has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Since January 2023, Mr. Davis has served as a Partner of Brown Brothers Harriman & Co. (BBH), a privately owned financial services firm, where he oversees the New York, Latin America, and Chicago Private Banking offices, and where he previously served as a Managing Director since October 2012. Mr. Davis also serves as a member of the Private Banking Oversight Committee and the Private Banking Investment Oversight Committee. From July 2007 to August 2012, he served as a Vice President in the Investment Management division of The Goldman Sachs Group, Inc., a publicly-traded global investment banking, securities, and investment management firm. Mr. Davis received an M.B.A. from the Mendoza College of Business at the University of Notre Dame and a B.B.A. from the University of San Diego. We believe that Mr. Davis’sDavis’ extensive leadership experience and expertise in strategy, finance, and management make him an appropriate member of our Board.

Ms. George has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Since January 1, 2008, Ms. George has served as a Partner of BBH, a privately owned financial services firm, where she has worked for 37 years. Prior to assuming a leadership role in BBH’s Private Banking business in 2015, she served as Chief Administrative Officer for over five years with responsibility for Global Audit, Risk, Compliance, Human Resources, and the Office of General Counsel. Ms. George currently serves as Chair of the Private Banking Investment Oversight Committee, Co-Chair of the Global Inclusion Council, and as a member of the Private Banking Oversight Committee, the Capital Partners Investment and Valuation Committee, and the Governance Risk and Compliance Committee. She is also on the board of the Brown Brothers Harriman Trust Company NA and the Brown Brothers Harriman Trust Company (Cayman) Limited. Since joining Brown Brothers Harriman & Co. in August 1986, she previously served in multiple positions, including Head of Merchant Banking and of Equity, Sales, Research, and Trading. Since September 2016, Ms. George has served as a member of the board of directors of Haven Behavioral Healthcare, Inc., a healthcare company. Since 2014, she has served as a trustee and member of the Governance Committee of Trinity College. Since 2012, Ms. George has served as Chairman of the Board of Trustees of the Gillen Brewer School. She is a former Member of the Executive Committee of the Episcopal High School in Alexandria, Virginia, where she chaired the Investment Committee. Ms. George received a B.A. in Economics from Trinity College where she was elected to Phi Beta Kappa. We believe that Ms. George’s extensive leadership experience and expertise in strategy, finance, and management make her an appropriate member of our Board.

Mr. Gillett has served as a member of our Board since December 2021. Since January 2023, Mr. Gillett has served as Chief Executive Officer of Verily Life Sciences LLC (formerly, Google Life Sciences), a life sciences and technology company, where he previously served as Chief Operating Officer from November 2020 to January 2023, and as Executive Advisor from May 2020 to November 2020. Since June 2019, Mr. Gillett has served as Advisor of X Development, LLC (formerly, GoogleX), a research and development company, and since December 2016, Mr. Gillett has served as an Advisor of GV (formerly, Google Ventures) a venture capital investment company. From September 2019 to May 2020, Mr. Gillett served as Executive Advisor to the CEO of Alphabet Inc. (NASDAQ: GOOGL, GOOG), a multinational technology conglomerate holding company, and its subsidiary, Google LLC. From March 2017 to October 2021, Mr. Gillett served as Chief Executive Officer of Chronicle, a cybersecurity company that he co-founded that was later acquired by Google Cloud in June 2019. Since June 2020, Mr. Gillett has served as a member of the board of directors of Discord Inc., a communication company focused on developing an online voice, video, and text communication platform, where he also serves as Chair of the Nominating and Governance Committee. From March 2015 to May 2017, Mr. Gillett served as a member of the board of directors of Chipotle Mexican Grill, Inc. (NYSE: CMG), a multinational fast casual restaurant company, where he also served as a member of the Audit and Nominating and Governance Committees. Mr. Gillett also served as member of the board of directors of Symantec Corporation from 2011 to 2012, where he also served as EVP, and Chief Operating Officer from December 2012 to July 2015 prior to its acquisition by Broadcom, Inc. Mr. Gillett received an M.B.A. from San Francisco State University and a B.S. from the University of Oregon. We believe that Mr. Gillett’s extensive leadership experience and expertise in technology, retail, strategy, and management make him an appropriate member of our Board.

Ms. Miller has served as a member of our Board since August 2022. Since February 2022, Ms. Miller has served as Executive Vice President and Chief Legal Officer of NIKE, Inc. (NYSE: NKE), a multinational athletic footwear, apparel, equipment, and services corporation. She has previously served for more than 15 years in various other roles at NIKE, most recently as Vice President, Corporate Secretary and Chief Ethics & Compliance Officer from November 2016 to February 2022. Ms. Miller is a practicing attorney and a member of the bar in New York, California, District of Columbia, and Oregon. She received a J.D. summa cum laude from University of Arizona College of Law and a B.A. in History from Smith College. We believe her extensive experience in advising public companies on business, securities, and corporate governance matters make her an appropriate member of our Board.

Ms. JackSean Sullivan has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. From 2011 to January 2023, Ms. Jack served at TSG Consumer Partners, L.P., a private equity company, most recently as Managing Director and a member of the Investment Committee.November 2023. Since April 2017, sheFebruary 2019, he has served as the Executive Vice President, Chief Strategy and Legal Officer of The Duckhorn Portfolio, Inc., a member ofUS-based wine company, where he leads the board of directors of BrewDog plc, a global independent craft brewing company. Since July 2015, she has served as a member of the board of directors of Backcountry.com, LLC, a retail company specializing in outdoor gearstrategy and apparel.legal teams. From June 2016 to March 2021, Ms. Jack served as a member of the board of directors of Canyon Bicycles GmbH, a direct-to-consumer bicycle company. From April 2014 to December 2020, she served as a member of the board of directors of SweetWater Brewing Company, a craft brewing company. From July 2018 to February 2020, Ms. Jack served as a member of the board of directors of Prive Goods, LLC, a designer eyewear company. From October 2012 to August 2016, she served as a member of the board of directors of IT Cosmetics, LLC, a beauty company.January 2019, Mr. Sullivan was an attorney at Gibson, Dunn & Crutcher LLP, an international law firm. Prior to joining TSG Consumer Partners, L.P., Ms. Jack servedthat, Mr. Sullivan worked as a Managing Director of Rosewood Capital, LP, aan investment banker in Credit Suisse Group AG’s technology, media and telecom group, where he specialized in structuring public and private equity company. Ms. Jackcompany acquisitions and divestitures. Mr. Sullivan received a J.D. from Columbia Law School and B.A., with honors, in Communication Studieseconomics and politics from Vanderbilt University.St. Mary’s College of California. We believe that Ms. Jack’sMr. Sullivan’s extensive experience in portfolio investmentsmanagement and consumer brands and expertise in strategy and managementadvising public companies on a variety of strategic matters make herhim an appropriate member of our Board.

Listed below are the skills and experience that we consider important for our directors in light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.

As a high growth operator and franchisor of drive-thru beverage shops, we seek directors who have sufficient knowledge and experience in the consumer products, retail, food, and beverage industries, which is useful in understanding our product development, offerings, and growth strategies.

We believe it is important that we have directors with senior financial leadership experience at large organizations and/or financial equity firms who are experienced in allocating capital to aide our success.

We believe it is important for our directors to have brand marketing experience because of the importance of image and reputation in the beverage business as we continue to expand our footprint to become a recognized and respected brand.

As we continue our growth strategy of expansion to new markets, we believe it is important for our directors to have experience in large organization operations and varying distribution channels.

As we continue our growth strategy of expansion to new markets, and providing a unique experience to our customers, the level of technology resources and infrastructure we use becomes more essential. We believe it is important to have directors with technological expertise to provide insight and perspective on these advancements.

Directors that have served on other public company boards offer diverse perspectives with regards to board dynamics and operations, relationships between the board and Dutch Bros Inc. management, and other matters.

We believe that it is important for our directors to have senior leadership experience, as they are uniquely positioned to contribute practical insight into business strategy and operations, and support the achievement of strategic priorities and objectives.

Our business and affairs are managed under the direction of our Board. Our amended and restated certificate of incorporation and our amended and restated bylaws permit our Board to establish the authorized number of directors from time to time by resolution. Each director serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation, or removal.

Our amended and restated certificate of incorporation permits the holders of the Class C common stock, voting as a separate class, to elect up to two members to the Board subject to certain limitations set forth therein. In connection with our IPO, we entered into the Stockholders Agreement with investment funds affiliated with our Sponsor governing certain designation rights with respect to our Board following our IPO. Pursuant to the terms of the Stockholders Agreement, investment funds affiliated with our Sponsor have the right to designate up to two of the directors serving on our Board.Board, subject to certain limitations set forth therein. Currently, our Sponsor has the right to designate, and the holders of shares of Class C common stock have the right to elect, one director, pursuant to the Stockholders Agreement and our amended and restated certificate of incorporation. See “Other Matters—Transactions with Related Persons—Stockholders Agreement.”

The positions of Executive Chairman of the Board and Chief Executive Officer are presently separated with Mr. Boersma serving as our Executive Chairman and Mr. RicciMs. Barone serving as our Chief Executive Officer. We believe this arrangement at this time allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Executive Chairman of the Board to lead the Board in its fundamental role of providing advice to, and independent oversight of, management. Our amended and restated bylaws and corporate governance guidelines, which do not require that our Executive Chairman and Chief Executive Officer positions be separate, allow our Board to determine the board leadership structure that is appropriate for us at any given point in time, taking into account the dynamic demands of our business, our senior executive personnel, and other factors.

One of the Board’s key functions is informed oversight of Dutch Bros’ risk management processes. The Board and its Audit and Risk Committee of the Board administer risk oversight functions to address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including determining the nature and level of risk appropriate for us. Our Audit and Risk Committee is responsible for considering and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including the guidelines and policies governing the process by which risk assessment and management is undertaken. The Audit and Risk Committee monitors compliance with legal and regulatory requirements and oversees the performance of our internal audit function. The Audit and Risk Committee is also responsible for overseeing cybersecurity risk management, and, to that end, the committee periodically reviews and discusses with management risks relating to data privacy, technology, and information security, including cybersecurity and backup of information systems, and the steps we have taken to monitor and control such risks.

Our Audit and Risk Committee monitors the effectiveness of our Code of Business Conduct and Ethics, including whether they areit is successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Typically, the entire Board meets with the head of our risk management group at least annually, and the applicable Board committees meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. Both the Board as a whole and the various standing committees receive periodic reports from the head of risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.

As of March 21, 2023,19, 2024, our Co-Founder beneficially owned approximately 75.8% of the combined voting power of our issued and outstanding Class A common stock, Class B common stock, Class C common stock, and Class D common stock. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (i) that a majority of our Board consist of independent directors, (ii) that our Board have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (iii) that our director nominations be made, or recommended to our full Board, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nomination process. We have elected to take advantage of the “controlled company” governance standards. Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods.

Consistent with the foregoing, our Board has determined that Shelley Broader, Charles Esserman, Stephen Gillett, Blythe Jack, and Ann M. Miller, C. David Cone, and Sean Sullivan each meet the independence requirements set forth in the NYSE listing standards and that none of the foregoing have a relationship with Dutch Bros which, in the opinion of the Board, would interfere with the exercise of sound judgment in carrying out the responsibilities of a director. In addition, our Board has determined that Travis Boersma, Jonathan Ricci,Christine Barone, Thomas Davis, and Katheryn George do not meet the independence requirements set forth in the NYSE listing standards because of MessersMr. Boersma and Ricci’sMs. Barone’s employment by Dutch Bros and Mr. Davis and Ms. George’s affiliation with BBH, which provides banking services to certain officers and directors of Dutch Bros. In making these determinations, our Board considered the current and prior relationships that each director has with Dutch Bros and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director and the transactions described in the section titled “Other Matters—Transactions with Related Persons—Stockholders Agreement.”

As a controlled company, we do not have a standing nominating committee. Our Board isand its Nominating and Governance Committee are responsible for nominating members for election to the Board by the Company’s stockholders, subject to the Stockholders Agreement, as described herein in the section titled “Other Matters—Transactions with Related Persons—Stockholders Agreement.” As there is no standing nominating committee, we do not have a nominating committee charter in place.

In general, in identifying and evaluating nominees for director, our Board considers the board membership criteria further described below. Our Board does not intend to alter the manner in which it evaluates candidates, including the criteria set forth below, based on whether or not the candidate was recommended by a stockholder.

When evaluating director nominees, in the case of incumbent directors whose terms of office are set to expire, our Board reviews these directors’ overall service to Dutch Bros during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, our Boardthe Nominating and Governance Committee uses its resources to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Our BoardThe Nominating and Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Board also meets to discuss and evaluate the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Our Board has delegated the initial responsibility to recruit and evaluate candidates to its Nominating and Governance Committee. Our Board believes director candidates should have certain qualifications, including being able to read and understand basic financial statements and having the highest personal integrity and ethics. In considering candidates, our Board also considers factors such as: (i) possessing relevant expertise upon which to be able to offer advice and guidance to management; (ii) bringing diverse personal background, perspective, and experience; (iii) having sufficient time to devote to our affairs; (iii)(iv) demonstrating excellence in his or her field, (iv)(v) having the ability to exercise sound business judgment; (v)(vi) experience as a board member or executive officer of another publicly-held company; (vi) having a diverse personal background, perspective, and experience; (vii) requirements of applicable law; and (viii) having the commitment to rigorously represent the long-term interests of Dutch Bros’ stockholders. Ourstockholders; and (viii) the requirements of applicable law. The Board reviews candidates for director nomination in the context of our current composition of the Board, the operating requirements of Dutch Bros, and the long-term interests of our stockholders. In conducting this assessment, ourthe Board considers various factors, including, but not limited to, independence, age, diversity (including race, ethnicity, sexual orientation,diversity of gender, identity, gender expression, age, education,ethnic background and country of origin, and cultural background) and status as a member of an underrepresented community, integrity,origin), age, skills, financial and other expertise, breadthfactors that it deems appropriate to maintain a balance of knowledge, experience, and knowledge about our business or industry.capability on the Board. Accordingly, the Nominating and Governance Committee includes, and has any search firm that it engages include, women and candidates from underrepresented communities in the pool from which the Board selects candidates for director. As part of its periodic self-evaluation, the Board assesses the effectiveness of its efforts to attain diversity by considering whether it has an appropriate process for identifying and selecting director candidates.

We consider our relationships with our stockholders to be a high priority. We recognize that stockholders can have divergent interests and different views on our practices, objectives, and time horizons. To

ensure that our Board and management have an opportunity to listen to and understand the varying perspectives of our stockholders, members of the management team and the Board intend to engage in ongoing dialogues with stockholders.

Stockholders and other interested parties who wish to communicate with the Board or any individual director may do so by sending written communications addressed to the Board or such director by email to investors@dutchbros.com or by mail to the following address:

Dutch Bros Inc.

Attention: Corporate Secretary

110 SW 4th Street

Grants Pass, Oregon 97526

Our Corporate Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile or threatening or is similarly inappropriate.

The Board met six times during 2022.2023. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of the last fiscal year for which they were directors or committee members, respectively.

Typically, in conjunction with the regularly scheduled meetings of the Board, the independent directors meet in executive sessions outside the presence of management. These executive sessions have typically been chaired by Shelley Broader.the chair of the Audit and Risk Committee.

The following table summarizes the current membership of each of the Board’s committees and the number of meetings held by each committee during the year ended December 31, 2022.2023.

Our Audit and Risk Committee consists of Shelley Broader, Stephen Gillett, and Ann M. Miller.Miller, and C. David Cone. Each member of our Audit and Risk Committee satisfies the independence requirements set forth in Section 303A.02 of the NYSE listing standards and the requirements set forth in Rule 10A-3(b)(1) promulgated under the Exchange Act. Shelley Broader, whose term as a member of our Audit and Risk Committee ended on November 2, 2023, satisfied the independence requirements set forth in the Section 303A.02 of the NYSE listing standards and the requirements set forth in Rule 10A-3(b)(1) promulgated under the Exchange Act during the period she served on our Audit and Risk Committee and our Board. Each member of our Audit and Risk Committee can read and understand fundamental financial statements and satisfies the heightened sophistication requirement of the NYSE listing standards. The chair of our Audit and Risk Committee is Ms. Broader.Mr. Gillett. Our Board has determined that Ms. BroaderMessrs. Gillett and Mr. GillettCone are each an “audit committee financial expert” within the meaning of SEC regulations. In arriving at these determinations, our Board has examined each Audit and Risk Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The principal duties and responsibilities of our Audit and Risk Committee include, among other things:

Our Audit and Risk Committee operates under a written charter that satisfies the applicable listing standards of the NYSE. The Board has adopted a written Audit and Risk Committee charter and it is available to stockholders on our website at https://investors.dutchbros.com/governance.

Our Compensation Committee consists of Thomas Davis and Blythe Jack.Sean Sullivan. Effective as of Ms. Jack’s resignation from our Board, effective March 22, 2024, she ceased to serve as a member of our Compensation Committee. The chair of our Compensation Committee is Mr. Davis. Ms. JackMr. Sullivan satisfies the independence requirements set forth in Section 303A.02 of the NYSE listing standards and the requirements set forth in Rule 10C-1(b)(1)(ii) promulgated under the Exchange Act. Ms. Jack, whose term as a member of our Compensation Committee ended on March 22, 2024, satisfied the independence requirements set forth in Section 303A.02 of the NYSE listing standards and the requirements set forth in Rule 10C-1(b)(1)(ii) promulgated under the Exchange Act during the period she served on our Compensation Committee and our Board. We rely on the “controlled company” exemption to the NYSE corporate governance standard that requires a compensation committee consisting entirely of independent directors, and Mr. Davis does not satisfy the independence requirements set forth in the NYSE listing standards. We do not believe our reliance on the “controlled company” exemption will materially adversely affect the ability of our Compensation Committee to act independently and to satisfy the other requirements of the NYSE listing standards or rules promulgated under the Exchange Act.

The principal duties and responsibilities of our Compensation Committee include, among other things:

Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of the NYSE. The Board has adopted the written Compensation Committee charter and it is available to stockholders on our website at https://investors.dutchbros.com/governance.

The Compensation Committee meets at least quarterly. The agenda for each meeting is developed by the Chair of the Compensation Committee, in consultation with our Chief Administrative Officer, Chief Legal Officer, and the Semler Brossy Consulting Group (Semler Brossy), the Compensation Committee’s independent compensation consultant. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. Our officers may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding management compensation or individual performance objectives, except for the Chief Executive Officer who may participate in conversations about executive pay other than their own pay.

During 2022,2023, the Compensation Committee engaged Semler Brossy as an independent compensation consultant. As needed, Semler Brossy provides various policy reviews and recommendations to inform the Compensation Committee’s discussions and decisions. Semler Brossy meets with the Compensation Committee in executive session, upon request, in support of the Compensation Committee’s

responsibilities. The Compensation Committee makes recommendations as needed to the Board to approve certain matters.

During 2022,2023, the Compensation Committee consisted of Thomas Davis (chair) and Blythe Jack.Jack, and currently consists of Thomas Davis (chair) and Sean Sullivan. None of the members of our Compensation Committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Our Code of Business Conduct and Ethics applies to all of our employees, officers, and directors. This includes our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics as most recently amended in December 2022, may be viewed on the investors relations portion of our website at https://investors.dutchbros.com/governance. We intend to satisfy the disclosure requirements under Item 5.05 of the SEC Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the website address and location specified above.

In August 2021, the Board documented the governance practices followed by Dutch Bros by adopting Corporate Governance Guidelines, as most recently amended in December 2022,2023, to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, including diversity, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at the investor relations section of our website at https://investors.dutchbros.com/governance.

Our Insider Trading Policy, adopted in August 2021 and most recently amended in February 2022,March 2023, prohibits our employees, directors, and our designated consultants who know or have access to material information regarding Dutch Bros or Dutch Bros OpCo that has not been fully disclosed to the public from:

The following table details the compensation of the Dutch Bros Inc. non-employee directors for the year ended December 31, 2022. Messrs.2023. Mr. Boersma and Esserman and Ms. Jack receiveMr. Ricci, who each served as a director during 2023, received no additional compensation for their service as a director. The compensation received by Mr. Boersma and Mr. Ricci as an employeeemployees for the year ended December 31, 20222023 is included in the Summary Compensation Table below.

_________________

Our Board adopted our Non-Employee Director Compensation Policy in August 2021, which was most recently amended in MarchDecember 2023 as described below, and provides that each member of the Board who is not also serving as an employee or consultant of the Company or any of its subsidiaries (eligible director) receives the following:

Additionally, on the date of each annual stockholder meeting held after the IPO, each eligible director who continues to serve as an eligible director following such stockholder meeting receives an annual RSU award with a grant date fair value of $100,000, which amount increased to $110,000 effective as of January 1, 2024, that vests, subject to the eligible director’s continued service to the Company through each vesting date, 25% on the last day of each fiscal quarter, beginning with the first fiscal quarter following the date of grant, except, in any event, such annual RSU award will be fully vested on the earlier of (i) the date of our next annual stockholder meeting, or (ii) a change in control (as defined in our 2021 Plan). In March 2023, our Board amended the Non-Employee Director Compensation Policy to provide that for an eligible director who, following the IPO, is first elected or appointed to the Board on a date other than the date of the Company’s annual stockholder meeting, upon the Company’s first annual stockholder meeting following such director first joining the Board, such director will receive an additional RSU award with a grant date fair value of $100,000, which amount increased to $110,000 effective as of January 1, 2024, prorated to reflect the time between such director’s appointment date and the date of such first annual stockholder meeting, and fully vested on the grant date.

The Non-Employee Director Compensation Policy provides that the aggregate value of all compensation granted or paid to any eligible director with respect to any calendar year beginning with the calendar year following the closing of the IPO, including awards granted and cash fees paid by us to such eligible director, will not exceed $750,000 in total value, except such amount will increase to $1,000,000 for newly appointed or elected eligible directors for the calendar year in which they first begin serving as an eligible director.

We have reimbursed and will continue to reimburse all of our eligible directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

The following table sets forth certain information with respect to the beneficial ownership of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock as of March 21, 2023,19, 2024, for:

Applicable percentage ownership is based on 163,830,512177,174,918 shares of all classes of our common stock outstanding as of March 21, 2023.19, 2024. The holders of our common stock have the following voting rights:

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC.SEC and deemed shares of common stock issuable upon the vesting and settlement of restricted stock units within 60 days of March 19, 2024 to be outstanding. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The number of shares of common stock used to calculate the percentage ownership of each listed beneficial owner includes the shares of common stock underlying options or convertible securities held by such beneficial owner that are exercisable or convertible within 60 days following March 21, 2023.19, 2024. The information contained in this table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in this table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the address for each person or entity listed in this table is c/o Dutch Bros Inc., 110 SW 4th Street, Grants Pass, Oregon 97526.

The Audit and Risk Committee of the Board has appointed KPMG LLP (KPMG) to be Dutch Bros’ independent registered public accounting firm for the year ending December 31, 2023,2024, and recommends that the stockholders vote for ratification of such appointment of KPMG. KPMG has been engaged as our independent registered public accounting firm since 2020. As a matter of good corporate governance, the Audit and Risk Committee has requested the Board to submit the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2023,2024, to stockholders for ratification. In the event of a negative vote on such ratification, the Audit and Risk Committee will reconsider its appointment. We expect representatives of KPMG to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

For KPMG to be approved as our independent registered public accounting firm for the year ending December 31, 2023,2024, this proposal must receive “For” votes from the holders of a majority of votes present virtually or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. This matter is routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.

The following table summarizes fees for professional services rendered by KPMG for audit and other services for the years ended December 31, 2022,2023, and 2021:2022:

The Audit and Risk Committee reviewed and discussed our audited consolidated financial statements as of December 31, 20222023 and 2021,2022, and for the three years ended December 31, 2022,2023, with management and with the independent registered public accounting firm. The Audit and Risk Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit and Risk Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit and Risk Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit and Risk Committee recommended to the Board that the audited consolidated financial statements be included in the 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC.Report.

Submitted by the Audit and Risk Committee of the Board:

We intend in this Compensation Discussion and Analysis to inform our stockholders of the policies and objectives underlying the compensation programs for our named executive officers. Accordingly, we address and analyze the key elements of the compensation provided to our principal executive officer, our principal financial officersofficer during 2022,2023, and our three other most highly compensated executive officers as of December 31, 2022.2023. We refer to these officers as our “named executive officers.”

Our named executive officers for the year ended December 31, 2022,2023, consisting of all persons serving as principal executive officer and principal financial officer during 20222023 and the nextour three other most highly compensated executive officers in 2022,as of December 31, 2023, were:

After the year ended December 31, 2022,2023, and before the filing of this Proxy, the following changes with regard toin respect of our named executive officers took place:

Our compensation program aims to attract, incentivize, retain, and reward top quality executive management. We accomplish this through competitive compensation packages comprised of annual base salary, performance-based annual cash bonus incentives, and long-term equity incentives that vest over multi-year periods.

The Compensation Committee is responsible for overseeing the Company’s executive compensation policies, plans, and programs. The Compensation Committee’s responsibilities include:

Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation, individual and corporate performance goals and objectives, and other terms of employment of the Company’s other executive officers, except for the Executive Chairman. In addition, the Chief Executive Officer is responsible for evaluating the individual performance of the other executive officers, except for the Executive Chairman.

The Compensation Committee requested that Semler Brossy, as its independent compensation consultant, review industry-wide compensation practices and trends to assess the competitiveness of our executive compensation program. The Compensation Committee considered Semler Brossy’s analysis as one of many factors when establishing compensation of our named executive officers for 2022,2023, including individual performance, skill sets, prior experience, and scope of responsibilities.

As part of its engagement, the Compensation Committee requested Semler Brossy assist in developing a peer group of companies and perform analyses of competitive performance and compensation levels for that group to evaluate our executive compensation policies and practices, including those related to executive severance. Our peer group is comprised primarily of companies in the restaurant space, especially those in QSR, who have comparable market capitalization and revenues, taking into account similar ownership structures and geographic reach.

With the assistance of Semler Brossy, our Compensation Committee determined a peer group of fourteenthirteen companies for use in setting executive compensation for the year ended December 31, 2022:2023:

We ceased to qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 as of January 1, 2023, and consequently willare first be required to conduct a stockholder advisory vote regarding our executive compensation (Say-on-Pay) at our 2024 annual stockholder meeting. As we have not yet conducted a Say-on-Pay vote, the Company was unable to consider the results of a Say-on-Pay vote in establishing executive compensation for 2022.2023.

The three main elements of our executive compensation program for our named executive officers other than the Executive Chairman and Chief Operating Officer are (i) an annual base salary, (ii) a performance-based annual cash bonus, and (iii) a service-based long-term equity incentive award in the form of restricted stock units.RSUs. The Compensation Committee considers these elements in determining a balanced compensation package that includes both predictable and variable elements in order to accomplish the goals of our compensation program. Our Executive Chairman receives an annual base salary, but does not receive annual cash bonus or long-term equity incentive awards. Our Chief Operating Officer receives an annual base salary and service-based long-term equity incentive award, but was not eligible for an annual cash bonus for 2021 and 2022.

Our named executive officers each receive an annual base salary. The base salary element is intended to attract and retain qualified candidates by providing a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The Compensation Committee considers peer group data in determining the annual base salary for each named executive officer in order to ensure our executive compensation package remains competitive relative to our peers.

Effective November 1, 2021, and throughout 2022, theThe annual base salaries as of the end of 2023 for our named executive officers were as follows: (i) $1,500,000 for Mr. Boersma, (ii) $550,000$650,000 for Mr. Ricci, (iii) $472,500$625,000 for Mr. Jemley,Ms. Barone, (iv) $500,000 for Mr. Graham,Jemley, and (v) $593,183$500,000 for Ms. Davila. Mr. Boersma’s base salary for 2023 was not adjusted from his base salary in effect at the end of 2022. Messrs. Ricci’s and Jemley’s base salaries for 2023 were increased by the Compensation Committee, effective as of January 1, 2023, as part of its annual review of executive compensation, and after careful review of market data and pay practices for comparable executive positions at our peer group of companies, from $550,000 to $650,000 for Mr. Maxwell.Ricci, and from $472,500 to $500,000 for Mr. Jemley. Mses. Barone’s and Davila’s base salaries for 2023 were established by the Compensation Committee in connection with their commencement of employment with the Company. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled base salary increases.

The annual cash bonus element is intended to incentivize and reward top quality management and to align performance with Company objectives. The Compensation Committee considers peer group data and each named executive officer’s particular role and responsibilities in determining cash bonus eligibility.

Messrs. Ricci, Jemley, and GrahamOur named executive officers, except for Mr. Boersma, were each eligible for performance-based annual cash bonuses in 20222023 in the amounts of $500,000 for Mr. Ricci, $225,000 for Mr. Jemley, and $250,000 for Mr. Graham. These bonuses were discretionary based onset forth in the applicable named executive officer’s personal performance and overall company performance.second table below. Because 2022 was the first full year following our IPO, 2023 was the first year the Compensation Committee did not tietied annual cash bonuses to specific targets,performance goals. The table below sets forth the annual cash bonus performance metrics and Messrs.

Each named executive officer, except for Mr. Boersma, was eligible to earn an annual cash bonus based on a percentage of their base salary and achievement of the performance goals in the table above. Mr. Ricci Jemley,did not receive an annual cash bonus in 2023 because of the timing of his departure from the Company. In addition, Ms. Barone’s and Graham’sMs. Davila’s cash bonuses for 2023 were paid out bi-monthlyprorated based on their employment start dates, and Ms. Davila’s cash bonus for 2023 was calculated as if all performance goals had been achieved at target, in accordance with the regular payroll cycle.terms of her employment agreement. The Compensation Committee has tiedtable below sets forth the annual cash bonusesbonus payout calculations for each named executive officers to Company financial or other metricsofficer, except for 2023 and expects to do the same for subsequent calendar years. Messrs. Boersma and Maxwell were notRicci, for 2023.

The long-term equity incentive awards element is intended to incentivize and retain top quality management. Long-termAnnual long-term equity incentive awards under our 2021 Equity Incentive Plan (our 2021 Plan) are the primary vehicle for offering long-term incentives to our executives. Vesting terms are at the discretion of the Compensation Committee, but the awards typicallygranted in 2023 vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to the recipient’s

continuous service to the Company. We believe that these equity awards provide our executives with a strong link to long-term performance, create an ownership culture, and help to align the interests of our executives and stockholders. While our 2021 Plan allows for various award types, our existing grants to our named executives are comprised of RSAs and RSUs, and we currently have no plans to grant stock options. TheSince 2022, RSUs have been the Compensation Committee determined in 2022 that RSUs are theCommittee’s preferred vehicle for long-term equity incentive compensation for our named executive officers.

In addition, Mses. Barone and considering that Messrs. Ricci, Jemley, Graham, and Maxwell remained aligned in 2022Davila each received a one-time long-term incentive award related to commencement of their employment with the Company’s long-term performance goalsCompany, with grant date fair values of $1,875,000 and with our stockholders through their then-existing equity awards, the Compensation Committee did not award long-term incentive equity awards to them in 2022.$500,000, respectively. The Compensation Committee however, expectsconsidered market data and pay practices for comparable positions, as well as each of Mses. Barone’s and Davila’s particular considerations in deciding to award service-basedjoin the Company. The Compensation Committee believes the one-time long-term equity incentivesincentive awards were the appropriate vehicle to Messrs. Ricci, Jemley,incentivize their decisions to join the Company, provide additional alignment with the interests of the Company’s stockholders, and Maxwell in the form of RSUs in future years in order to promote continued alignment.retention.

The Compensation Committee believes Mr. Boersma’s interests are sufficiently aligned with long-term performance and stockholder interests; accordingly, Mr. Boersma is not currently eligible for long-term incentive awards.

In general, all of our current named executive officers are eligible to participate in our employee benefit plans, including our 401(k) plan and medical, dental, vision, disability, and life insurance plans, in each case on the same basis as our other eligible employees. We also provide limited benefits to our named executive officers, other than Mr. Boersma, to assist with their duties, including a stipend to cover cell phone usage and internet and “coffee cash” to be used to purchase items in our shops. In addition, prior to his departure from the Company, Mr. Ricci iswas eligible for up to 25 hours of personal use of a company-owned airplane.airplane per year. Otherwise, we generally do not provide perquisites or personal benefits to our named executive officers.

Our compensation programs are designed to maintain an appropriate balance between long-term and short-term incentives by utilizing a combination of compensation elements, including base salary, annual cash bonus, and long-term equity incentive awards. Although not all employees may have compensation comprising all three elements, our compensation programs are generally structured so that any short-term cash incentives are not likely to constitute the predominant element of an employee’s total compensation. We believe that the mix and design of elements of executive compensation do not encourage management to assume excessive risks, and that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Significant compensation decisions, including decisions concerning the compensation of our named executive officers, include subjective considerations by our Compensation Committee or our Board of Directors, which restrain the influence of formulae or objective factors on excessive risk taking. The mix of short-term and long-term compensation elements also prevents undue focus on short-term results and helps align the interests of our named executive officers with those of our stockholders.

Under Section 162(m) of the Internal Revenue Code (Section 162(m)), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible.

Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based upon such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC and in this Proxy Statement relating to our 20232024 Annual Meeting.

Submitted by the Compensation Committee of the Board:

Below are descriptions of our employment arrangements with each of our named executive officers. Each of our named executive officers has executed a form of our standard confidential information and inventions assignment agreement.

We have no employment agreement or offer letter with Travis Boersma, our Executive Chairman, and we currently do not anticipate entering into one in the future. Mr. Boersma’s current annual base salary is $1,500,000. Mr. Boersma is an at-will employee. Mr. Boersma is eligible to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, and is eligible for certain benefits under the terms of our Severance Plan (as defined below), as described below.below under “Potential Payments upon Termination or Change of Control.”

We entered into an amended and restated employment agreement with Jonathan “Joth” Ricci,Christine Barone for her service as our Chief Executive Officer,President effective November 1, 2021.9, 2022. The amended and restated employment agreement includesincluded no specific term and providesprovided that Mr. RicciMs. Barone is an at-will employee. Mr. Ricci’s currentMs. Barone’s annual base salary effective as of January 1, 2023, is $650,000,was $625,000, and Mr. Ricci isMs. Barone was eligible for a discretionary target annual bonus equal to 100% of base salary based on the achievement of performance objectives determined by our Board (or its Compensation Committee). Mr. Ricci, each for the year ended December 31, 2023. Pursuant to the employment agreement, Ms. Barone received a $900,000 signing bonus within 30 days of her first day of employment with the Company, which was repayable to the Company in full (on a pretax, gross basis) if she resigned her employment without “good reason” or the Company terminated her employment for “cause” within one year after her first day of employment with the Company. In addition, Ms. Barone was entitled to a monthly housing allowance of $2,000 for the first six months of her employment with the Company, and to be reimbursed for travel expenses between her personal residence and Grants Pass, Oregon for the first year of her employment with the Company.

We entered into an amended and restated employment agreement with Ms. Barone, effective December 27, 2023, in connection with her appointment as our Chief Executive Officer. The amended employment agreement includes no specific term and provides that Ms. Barone continues to be an at-will employee. Pursuant to the amended employment agreement, Ms. Barone’s annual base salary was increased to $750,000 and Ms. Barone remains eligible for a discretionary target annual bonus equal to 100% of her base salary for the applicable year based on the achievement of performance objectives determined by our Board (or its Compensation Committee), each effective January 1, 2024. The amended employment agreement also provides that Ms. Barone is eligible for an annual award of RSUs equal to $1,800,000 on or around March 1 of each year starting in 2024. For her service as Chief Executive Officer, in addition to her service as President, Ms. Barone is also eligible to use the Dutch Bros-owned plane for up to 25 hours of personal travel and to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, and is eligible for certain benefits under the terms of the Severance Plan, as described below.below under “Potential Payments upon Termination or Change of Control.”

We entered into an amended and restated employment agreement with Charles L. Jemley, our Chief Financial Officer, effective November 1,24, 2021. The amended and restated employment agreement includes no specific term and provides that Mr. Jemley is an at-will employee. Mr. Jemley’s current annual base salary effective as of January 1, 2023, is $500,000, and Mr. Jemley is eligible for a discretionary target annual bonus equal to 50% of base salary, based on the achievement of performance objectives

We entered into an employment agreement with Brian Maxwell,Tana Davila, our Chief OperatingMarketing Officer, effective November 1, 2021.June 8, 2023. The employment agreement includes no specific term and provides that Mr. MaxwellMs. Davila is an at-will employee. Mr. Maxwell’sMs. Davila’s current annual base salary effective as of January 1, 2023, is $500,000, and Mr. MaxwellMs. Davila is eligible for a discretionary target annual bonus equal to 50% of base salary, based on the achievement of performance objectives determined by our Board (or its Compensation Committee). Mr. Maxwell, but prorated based on her start date and calculated as if all target metrics had been achieved for 2023. Ms. Davila is also eligible to use a Dutch Bros-owned car for business use and to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, and is eligible for certain benefits under the terms of the Severance Plan, as described below.below under “Potential Payments upon Termination or Change of Control.”

The following table presents the compensation awarded to or earned by our named executive officers for the years ended December 31, 2023, 2022, 2021, and 2020.2021.