DM Individual Aggregator, LLC - 07 Feb 2025 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Role
10%+ Owner
Signature
/s/ Thomas P. Conaghan, Attorney-in-Fact for Travis Boersma, Manager
Issuer symbol
BROS
Transactions as of
07 Feb 2025
Net transactions value
$0
Form type
4
Filing time
11 Feb 2025, 17:06:47 UTC
Previous filing
04 Nov 2024
Next filing
12 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BROS Class B Common Stock Other $0 -6,326 -0.04% $0.000000 14,157,134 07 Feb 2025 Direct F1

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BROS Class A Common Units Other $0 -9,918 -0.04% $0.000000 22,194,867 07 Feb 2025 Class A Common Stock 9,918 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 7, 2025, the Class A Common Units of Dutch Mafia, LLC ("Dutch Mafia") were recapitalized through a reverse unit split, which resulted in the surrender and cancellation without consideration of 15,734 shares of the Issuer's Class B Common Stock, in accordance with the amended and restated limited liability company agreement of Dutch Mafia (the "Recapitalization"). As a result of the Recapitalization, the Class A Common Units of Dutch Mafia beneficially owned by DM Individual Aggregator, LLC were reduced by 9,918 units, and the shares of Class B Common Stock of the Issuer beneficially owned by DM Individual Aggregator, LLC were reduced by 6,326 shares.
F2 Represents Class A Common Units of Dutch Mafia, the operating company of the Issuer.
F3 In accordance with the amended and restated limited liability company agreement of Dutch Mafia, Class A Common Units of Dutch Mafia are exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments. Certain Class A Common Units of Dutch Mafia are paired with an equal number of shares of Class B Common Stock of the Issuer ("Paired Units"). Upon the exchange of Paired Units for Class A Common Stock of the Issuer, the associated shares of Class B Common Stock are surrendered to and canceled by the Issuer. The Class A Common Units of Dutch Mafia and the Class B Common Stock of the Issuer do not have an expiration date, and the holders thereof are not required to pay an exercise price in connection with the exchanges.