Dutch Bros Form 4 / Travis Boersma ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Boersma Travis

(Last)

(First)

(Middle)

C/O DUTCH BROS INC.

PO BOX 1929

(Street)

GRANTS PASS

97528

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dutch Bros Inc. [ BROS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/21/2025		S⁽¹⁾		191,169	D	$75.8293⁽²⁾	4,889,235	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹⁾		84,160	D	$76.6119⁽⁴⁾	4,805,075	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹⁾		35,596	D	$77.6125⁽⁵⁾	4,769,479	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹⁾		12,401	D	$78.6666⁽⁶⁾	4,757,078	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹⁾		32,409	D	$79.6333⁽⁷⁾	4,724,669	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹⁾		61,952	D	$80.9096⁽⁸⁾	4,662,717	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹⁾		37,666	D	$81.7557⁽⁹⁾	4,625,051	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹⁾		8,491	D	$82.5541⁽¹⁰⁾	4,616,560	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		120,224	D	$75.8293⁽²⁾	3,074,799	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		52,928	D	$76.6119⁽⁴⁾	3,021,871	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		22,385	D	$77.6125⁽⁵⁾	2,999,486	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		7,800	D	$78.6666⁽⁶⁾	2,991,686	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		20,381	D	$79.6333⁽⁷⁾	2,971,305	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		38,962	D	$80.9096⁽⁸⁾	2,932,343	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		23,688	D	$81.7557⁽⁹⁾	2,908,655	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/21/2025		S⁽¹¹⁾		5,339	D	$82.5541⁽¹⁰⁾	2,903,316	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹⁾		29,216	D	$72.6842⁽¹²⁾	4,587,344	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹⁾		65,792	D	$73.549⁽¹³⁾	4,521,552	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹⁾		85,664	D	$74.7534⁽¹⁴⁾	4,435,888	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹⁾		228,194	D	$75.3455⁽¹⁵⁾	4,207,694	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹⁾		8,593	D	$76.234⁽¹⁶⁾	4,199,101	I	By DM Trust Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹¹⁾		18,374	D	$72.6842⁽¹²⁾	2,884,942	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹¹⁾		41,376	D	$73.549⁽¹³⁾	2,843,566	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹¹⁾		53,872	D	$74.7534⁽¹⁴⁾	2,789,694	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹¹⁾		143,511	D	$75.3455⁽¹⁵⁾	2,646,183	I	By DM Individual Aggregator, LLC⁽³⁾
Class A Common Stock	02/24/2025		S⁽¹¹⁾		5,404	D	$76.234⁽¹⁶⁾	2,640,779	I	By DM Individual Aggregator, LLC⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by DM Trust Aggregator, LLC on November 22, 2024.

2. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.2400 to $76.2300 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. The Reporting Person is the manager of DM Trust Aggregator, LLC and DM Individual Aggregator, 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.

4. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $76.2400 to $77.2300 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $77.2400 to $78.2300 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

6. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $78.2400 to $79.2300 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

7. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $79.2400 to $80.2300 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

8. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $80.2400 to $81.2350 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

9. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $81.2400 to $82.2300 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

10. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $82.2400 to $82.9700 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

11. As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by DM Individual Aggregator, LLC on November 22, 2024.

12. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $71.9700 to $72.9600 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

13. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $72.9700 to $73.9600 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

14. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $73.9700 to $74.9600 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

15. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $74.9700 to $75.9200 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

16. Represents the weighted average sale price. These shares were sold in multiple transactions at prices ranging from $76.0000 to $76.4200 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

Remarks:

	/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma	02/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Dutch Bros (BROS) Form 4Dutch Bros / Travis Boersma ownership change