Dutch Bros Inc.
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 13, 2026
BROS$35.29-2.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a) Exhibits.
The following exhibits are included herein or incorporated herein by reference:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Registrant. | 8-K | 001-40798 | 3.1 | September 17, 2021 |
| 3.2 | Amended and Restated Bylaws of Registrant. | 8-K | 001-40798 | 3.2 | September 17, 2021 |
| 4.1 | Form of Common Stock Certificate. | S-1/A | 333-258988 | 4.1 | September 7, 2021 |
| 4.2 | Description of Capital Stock. | 10-K | 001-40798 | 4.2 | February 27, 2023 |
| 10.1 | Fifth Amended and Restated Limited Liability Company Agreement of Dutch Mafia, LLC, dated February 7, 2025. | 10-K | 001-40798 | 10.1 | February 13, 2025 |
| 10.2 | Tax Receivable Agreement (Reorganization), dated September 14, 2021. | 8-K | 001-40798 | 10.2 | September 17, 2021 |
| 10.3 | Tax Receivable Agreement (Exchanges), dated September 14, 2021. | 8-K | 001-40798 | 10.3 | September 17, 2021 |
| 10.4 | Amended and Restated Registration Rights Agreement, by and among the Registrant and the Investors party thereto, dated October 31, 2023. | 10-K | 001-40798 | 10.4 | February 23, 2024 |
| 10.5 | Form of Director and Officer Indemnification Agreement. | S-1 | 333-258988 | 10.2 | August 20, 2021 |
| 10.6† | 2021 Equity Incentive Plan. | S-8 | 333-259618 | 99.1 | September 17, 2021 |
| 10.7† | Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the 2021 Equity Incentive Plan. | S-1/A | 333-258988 | 10.8 | September 7, 2021 |
| 10.8† | Form of RSU Award Grant Notice and Award Agreement under the 2021 Equity Incentive Plan. | S-1/A | 333-258988 | 10.9 | September 7, 2021 |
| 10.9† | Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2021 Equity Incentive Plan. | S-1/A | 333-258988 | 10.1 | September 7, 2021 |
| 10.10† | Offer Letter by and between Stephen Gillett and the Company dated November 5, 2021. | 8-K | 001-40798 | 10.1 | December 15, 2021 |
| 10.11 | Second Amended and Restated Credit Agreement, dated May 29, 2025, by and among Dutch Bros., LLC, DB Franchising USA, LLC, Boersma Bros. LLC, and the other Loan Parties thereto, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent | 8-K | 001-40798 | 10.10 | May 30, 2025 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 10.12† | Offer Letter by and between Ann M. Miller and the Company, dated August 12, 2022. | 8-K | 001-40798 | 10.1 | August 22, 2022 |
| 10.13† | Amended Offer Letter by and between Christine Barone and the Company, dated December 27, 2023. | 8-K | 001-40798 | 10.1 | January 2, 2024 |
| 10.14† | Offer Letter, dated as of November 2, 2023, by and between the Company and C. David Cone. | 8-K | 001-40798 | 10.1 | November 7, 2023 |
| 10.15† | Offer Letter, dated as of September 1, 2022, by and between the Company and Victoria Tullett. | 10-K | 001-40798 | 10.23 | February 23, 2024 |
| 10.16† | Offer Letter, dated as of June 7, 2023, by and between the Company and Tana Davila. | 10-K | 001-40798 | 10.24 | February 23, 2024 |
| 10.17† | Offer Letter, dated as of December 19, 2023, by and between the Company and Joshua Guenser. | 8-K | 001-40798 | 10.1 | May 7, 2024 |
| 10.18 | Share Surrender Agreement, by and among the Company, Dutch Bros OpCo, DMI Holdco, LLC, DM Individual Aggregator, LLC, and DM Trust Aggregator, LLC, dated May 16, 2024. | 8-K | 001-40798 | 10.2 | May 20, 2024 |
| 10.19 | Limitation Agreement, by and among the Company, Dutch Bros OpCo, DMI Holdco, LLC, DM Individual Aggregator, LLC, and DM Trust Aggregator, LLC, dated May 16, 2024. | 8-K | 001-40798 | 10.3 | May 20, 2024 |
| 10.20† | Offer Letter, dated as of May 28, 2024, by and between the Company and Gerard J. Hart. | 8-K | 001-40798 | 10.1 | June 3, 2024 |
| 10.21† | Offer Letter, dated as of June 18, 2024, by and between the Company and Todd Penegor. | 8-K | 001-40798 | 10.1 | June 24, 2024 |
| 10.22† | Amended and Restated Participation Agreement, dated November 4, 2024, by and between the Company and Christine Barone. | 8-K | 001-40798 | 10.1 | November 6, 2024 |
| 10.23† | Amended and Restated Severance and Change in Control Plan, dated October 4, 2021, and related Form of Participation Agreement. | 8-K | 001-40798 | 10.2 | November 6, 2024 |
| 10.24† | Offer Letter, dated as of December 26, 2024, by and between the Company and Nicholas Daddario. | 8-K | 001-40798 | 10.1 | May 16, 2025 |
| 10.25† | Offer Letter, dated as of January 24, 2025, by and between the Company and Kory Marchisotto. | 8-K | 001-40798 | 10.1 | February 18, 2025 |
| 10.26† | Employee Non-Competition, Non-Solicitation of Employees, Confidential Information and Inventions Assignment Agreement, dated as of July 30, 2025, by and between, the Company and Christine Barone. | 10-Q | 001-40798 | 10.1 | November 6, 2025 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 10.27† | Employee Non-Competition, Non-Solicitation of Employees, Confidential Information and Inventions Assignment Agreement, dated as of August 6, 2025, by and between, the Company and Joshua Guenser. | 10-Q | 001-40798 | 10.2 | November 6, 2025 | |
| 19.1 | Dutch Bros Inc. Insider Trading Policy. | 10-K | 001-40798 | 19.10 | February 13, 2025 | |
| 21.1 | Subsidiaries of Dutch Bros Inc. | X | ||||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | X | ||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1* | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1† | Incentive Compensation Recoupment Policy, dated October 10, 2023. | 10-K | 001-40798 | 97.1 | February 23, 2024 | |
| 101.INS | XBRL Instance Document. | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | X | ||||
†Management contract or compensatory plan or arrangement.
- The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.