TSG7 A Management LLC - 29 May 2024 Form 4 Insider Report for Dutch Bros Inc. (BROS)

Footnote F1

Represents the exchange of Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer, together with an equal number of the Issuer's Class C Common Stock for shares of the Issuer's Class A Common Stock on a one-for-one basis.

Footnote F2

TSG7 A Management, LLC is the general partner of TSG7 A AIV VI, L.P and the manager of manager of TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Group Holdings, LLC, which is the sole member and manager of Dutch Holdings, LLC. By virtue of the foregoing relationships, TSG7 A Management, LLC may be deemed to indirectly beneficially own the securities that are directly held by TSG7 A AIV VI, L.P. TSG7 A VI Holdings - A, L.P., DG Coinvestor Blocker Aggregator, L.P., and Dutch Holdings, LLC. Voting and investment decisions by TSG7 A Management, LLC with respect to such securities are made by a committee of three or more individuals, none of whom individually has the power to direct such decisions.

Footnote F3

(Continued from footnote 2) . Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest, if any, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners.

Footnote F4

Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. A portion of the distributed Class C Shares and Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

Footnote F5

Represents a pro rata distribution in kind of Class C Shares and Class A Common LLC Units. 57,246 Class C Shares and 57,246 Class A Common LLC Units were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

Footnote F6

Represents the conversion of the Issuer's Class D Common Stock into the Issuer's Class A Common Stock.

Footnote F7

Represents Class A Common LLC Units of Dutch Mafia, LLC, a direct subsidiary of the Issuer. The Class A Common LLC Units and an equal number of shares of the Issuer's Class C Common Stock, together are exchangeable for shares of the Issuer's Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. Upon sale of Class A Common LLC Units the associated shares of Class C Common Stock will be surrendered and cancelled.

Footnote F8

The Class D Common Stock of the Issuer may be converted into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.

Footnote F9

Represents a pro rata distribution in kind of Class D Common Stock. 8,153 Class D Shares were distributed to TSG7 A Management, LLC in a transaction exempt under Rule 16a-13.

Footnote F10

Represents a pro rata distribution in kind of Class D Common Stock.