Dutch Bros Inc

Dutch Bros OpCo Fifth Amended and Restated Limited Liability Company Agreement

On February 7, 2025, the Company and the Continuing Members amended and restated the Dutch Mafia Fourth Amended and Restated Limited Liability Company Agreement, dated May 16, 2024, to clarify the authority of the Company, as managing member of Dutch Bros OpCo (the Managing Member) to address situations in which the Company acquires or holds any amount of cash in excess of the monetary obligations Dutch Bros Inc. reasonably anticipates (Excess Cash), in order to preserve the intended economic principles of the UP-C structure. Such authority of the Managing Member includes, without limitation, causing Dutch Bros OpCo to, from time to time, issue additional Dutch Bros OpCo Class A common units without a corresponding issuance of additional shares of Class A Common Stock in circumstances in which Excess Cash (or amounts receivable pursuant to loans of Excess Cash to Dutch Bros OpCo) is used to purchase additional Dutch Bros OpCo Class A common units and to subsequently effect a reverse unit split as necessary to ensure that the number of Dutch Bros OpCo Class A common units held by the Company equals the number of shares of Class A Common Stock outstanding.

Class A Common Unit Issuance and Share Cancellation

In September and December of 2024, Dutch Bros OpCo made cash distributions in the aggregate of approximately $3.5 million to Dutch Bros Inc. as required by the Fourth Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo. In accordance with the requirements of the 2022 Credit Facility, Dutch Bros Inc. loaned such amounts to Dutch Bros OpCo for operations pursuant to the open-ended balance Subordinated Intercompany Note between Dutch Bros OpCo and Dutch Bros Inc., dated February 28, 2022 (the Intercompany Note).

On February 7, 2025, Dutch Bros Inc. entered into a subscription agreement with Dutch Bros OpCo pursuant to which Dutch Bros OpCo issued 51,942 newly authorized Dutch Bros OpCo Class A common units in exchange for satisfaction of the outstanding balance of the Intercompany Note, which at that time was approximately $3.5 million.

In accordance with the OpCo LLC Agreement, all outstanding Dutch Bros OpCo Class A common units were then recapitalized through a reverse unit split in order to maintain a one-to-one ratio between the number of Dutch Bros OpCo Class A common units owned by Dutch Bros Inc. and the number of outstanding shares of Class A common stock. Consequently, 15,734 outstanding shares of Class B common stock, and 1,220 outstanding shares of Class C common stock, that were paired with Dutch Bros OpCo Class A common units eliminated as a result of the reverse unit split, were cancelled.

Rule 10b5-1 Trading Arrangements

On November 22, 2024, entities controlled by Travis Boersma, our Co-Founder and Executive Chairman, adopted a Rule 10b5-1 trading arrangement (the Trading Plan), providing for the sale of up to 10,000,000 shares of our Class A common stock upon the exchange of Dutch Bros OpCo Class A common units pursuant to the terms of the OpCo LLC Agreement. The Trading Plan’s expiration date is February 21, 2026. The Trading Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.