Dutch Bros Inc

On January 24, 2024, pursuant to Section 3(a)(9) of the Securities Act, we made an unregistered issuance of our Class A common stock via exchange of approximately 0.6 million Dutch Bros OpCo Class A common units held by our Co-Founder for shares of our Class A common stock on a one-for-one basis. Such shares of Class A common stock were then reserved for sale directly by our Co-Founder pursuant to a Rule 10b5-1 trading arrangement, and no proceeds were received by the Company.

Pursuant to Section 3(a)(9) of the Securities Act, on March 1, 2024 and March 26, 2024, in connection with the Secondary Offerings, we made an unregistered issuance of our Class A common stock via (i) exchange of approximately 6.0 million Dutch Bros OpCo Class A common units and conversion of approximately 2.0 million shares of Dutch Bros Inc. Class D common stock, and (ii) exchange of approximately 6.0 million Dutch Bros OpCo Class A common units and conversion of approximately 2.0 million shares of Dutch Bros Inc. Class D common stock, respectively, held by our Sponsor for shares of our Class A common stock on a one-for-one basis. Such shares of Class A common stock were then sold directly by our Sponsor in a registered underwritten public offering pursuant to Dutch Bros Inc.’s automatic shelf registration statement on Form S-3ASR (File No. 333-274368) filed with the Commission on September 6, 2023, and which was deemed effective upon filing with the Commission, a free writing prospectus and prospectus supplement, each dated February 27, 2024, and a free writing prospectus and prospectus supplement, each dated March 21, 2024, each to the prospectus dated September 6, 2023. No proceeds were received by the Company.

Issuer Purchases of Equity Securities

The following table summarizes purchases of Class A common stock during the three months ended March 31, 2024:

1 In connection with the vesting of restricted stock units granted pursuant to the Dutch Bros Inc. 2021 Equity Incentive Plan, as amended, shares of Class A common stock are delivered to Dutch Bros by employees to satisfy tax withholding obligations.