bros-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

DUTCH BROS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER TO STOCKHOLDERS

Dutch Bros remains committed to making a massive difference, one cup at a time. That mission starts with our people and the connections they create every day, which continue to set our brand apart. As we look ahead, we are growing with intention, investing in our teams, and innovating to enhance the customer experience while staying true to our roots, creating long-term value for our customers, our communities, and our stockholders.

Growing with Purpose

Over the past year, we continued to grow significantly, expanding into seven new states and opening new shops across both established and emerging markets. We remain committed to our goal of reaching 2,029 shops in 2029, and each new shop represents an investment in the communities we serve and an opportunity to develop future Dutch Bros leaders. Just as importantly, we are scaling our culture alongside our footprint, protecting the connection and energy that define the Dutch Bros experience.

Investing in Our People

Our people, the heartbeat of our brand, are the foundation of our differentiated shop experience. Since 1992, our culture has been lived consistently by our teams. That continuity has been a source of strength for more than 30 years and continues to drive our business forward. The depth and readiness of our bench of field leaders continues to strengthen, reinforcing our confidence in our ability to grow while preserving the experience that defines Dutch Bros.

We are proud to be building a company where opportunity is real, advancement is achievable, and belonging is foundational. From our shops to our headquarters, we are focused on creating environments where teams feel supported, challenged, and empowered to bring their best every day.

Reinforcing Our Position as a Category of One

Dutch Bros continues to stand apart as a brand fueled by authentic human connection. We created a category of our own, blending speed, quality, and service into an experience customers can’t find anywhere else.

As customer preferences evolve, we are continuing to innovate in ways that elevate the experience while staying true to what makes Dutch Bros special. From fun, craveable drinks to viral merch drops and more, we are finding new ways to meet customers where they are. Through it all, our focus remains the same: great drinks, great people, and the kind of moments that keep customers coming back.

Looking Forward

As we look ahead, our confidence in the future of Dutch Bros remains strong. Our strategy is clear, our foundation is strong, and our opportunity is significant.

We are grateful for the continued trust and support of our stockholders. Thank you for believing in Dutch Bros and in the power of a business built on people, purpose, and passion. The journey ahead is exciting, and we are just getting started.


Travis Boersma						Christine Barone
Co-Founder & Executive Chairman						Chief Executive Officer and President

Dutch Bros Inc.| 2025 Proxy Statement | 2

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

WHEN

WHERE

RECORD DATE

May 13, 2026

at 2:00 p.m. Pacific Time

Via webcast:

www.virtualshareholdermeeting.com/BROS2026

Our Board of Directors has fixed the close of business on March 20, 2026, as the Record Date for determination of stockholders entitled to notice of and to vote at this Annual Meeting of the stockholders or any adjournment thereof.

ITEMS OF BUSINESS

PROPOSAL

BOARD VOTING RECOMMENDATION

PAGE REFERENCE

1.Elect nine director nominees named herein, all of whom will be elected by the holders of all classes of our Common Stock, voting together as a single class, with each director to serve until the 2027 annual meeting of stockholders.

☑

FOR each director nominee

2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.

☑

FOR

3. Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.

☑

FOR

4. Any such other business as may properly come before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this Notice of Annual Stockholders’ Meeting.

You will be able to attend this year’s Annual Meeting virtually via live webcast at www.virtualshareholdermeeting.com/BROS2026. You will be able to submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BROS2026. You will also be able to vote electronically during the Annual Meeting. Details regarding how to participate in the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders’ Meeting to be held on May 13, 2026, at 2:00 p.m. Pacific Time virtually via live webcast at www.virtualshareholdermeeting.com/BROS2026. This Notice of Annual Stockholders’ Meeting, the proxy statement, and the 2025 Annual Report are available at www.proxyvote.com.

A Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report, as well as instructions on how to vote over the internet, via phone, or by mail will be mailed to you on or about March 31, 2026. If you receive a Notice of Internet Availability of Proxy Materials by mail or electronic mail, you will not receive printed and mailed proxy materials unless you specifically request them.

YOUR VOTE IS VERY IMPORTANT. We hope that you will attend the Annual Meeting. Whether or not you do, please cast your vote as soon as possible.

HOW TO VOTE:

VIRTUALLY

BY TELEPHONE

BY MAIL

Go to www.proxyvote.com

From the United States U.S. Territories and Canada: call 1-800-690-6903

If you received a paper copy of the proxy materials by mail: mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope

You may vote in advance of or during the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting. You may change your vote at any time. To vote your shares online, log on to www.proxyvote.com and enter your Control Number. If you attend the Annual Meeting virtually, please follow the instructions at www.virtualshareholdermeeting.com/BROS2026 to vote or submit questions during the meeting.

Dutch Bros Inc.| 2025 Proxy Statement | 3

DUTCH BROS INC.

2026 PROXY STATEMENT AND NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

TABLE OF CONTENTS


			Page

COVER PAGE			1
LETTER TO STOCKHOLDERS			2




NOTICE OF ANNUAL STOCKHOLDERS’ MEETING			3




GLOSSARY			5




QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			7




BOARD OF DIRECTORS MATTERS			14



PROPOSAL 1: ELECTION OF DIRECTORS			14
Director Skills, Experience, and Background			20

CORPORATE GOVERNANCE MATTERS			22



Composition of our Board of Directors			22
Board Leadership Structure			22
Role of the Board in Risk Oversight			22
Controlled Company Exemption			23
Director Nominations			23
Board Membership Criteria			24
Stockholder Engagement and Communications with the Board of Directors			25
Board and Committee Meetings and Attendance			25
Director Compensation			31
Security Ownership of Certain Beneficial Owners and Management			33

AUDIT AND RISK COMMITTEE MATTERS			36



PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36
Audit and Related Fees			37
Report of the Audit and Risk Committee			38

EXECUTIVE COMPENSATION			39



Compensation Discussion and Analysis			39
Compensation Committee Report			45
Employment Arrangements			45
Summary Compensation Table			48


Outstanding Equity Awards at Fiscal Year-End			51
Stock Awards Vested			52
Potential Payments upon Termination or Change of Control			52
Pay versus Performance			55
CEO Pay Ratio			58
PROPOSAL 3: APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			59


OTHER MATTERS			60



Equity Compensation Plan Information			60
Transactions with Related Persons			60
Delinquent Section 16(a) Reports			64
Where to Find Additional Information			64


APPENDIX			65


TERM						DEFINITION
2025 Annual Report						Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 13, 2026.
Annual Meeting						The 2026 Annual Stockholders’ Meeting of Dutch Bros Inc. to be held on May 13, 2026, at 2:00 p.m. Pacific Time.

Blocker Companies						Certain individuals and/or entities that held common units and/or profits interest units of Dutch Bros OpCo immediately prior to the Reorganization Transactions that are taxable as corporations for U.S. federal income tax purposes.
Board or Board of Directors						The Board of Directors of Dutch Bros Inc.

Class A common stock						Class A Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class B common stock						Class B Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class C common stock						Class C Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class D common stock						Class D Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class A common units						Non-voting Class A Common Units of Dutch Bros OpCo, as defined in the Fifth LLC Agreement.


Co-Founder						Travis Boersma and affiliated entities over which he maintains voting control.

Common Stock						Class A common stock, Class B common stock, Class C common stock, and Class D common stock.
Continuing Members						The Co-Founder and the Sponsor.
Dutch Bros OpCo						Dutch Mafia, LLC, a Delaware limited liability company and direct subsidiary of Dutch Bros Inc.
Dutch Bros OpCo Units						Class A common units, Class B voting units and Class C voting units of Dutch Bros OpCo, collectively, each as further defined in the Fifth LLC Agreement.

Dutch Bros Tax Group						Dutch Bros Inc. or any member of its affiliated, consolidated, combined, or unitary tax group.
Exchange Act						The Securities Exchange Act of 1934, as amended.
Exchange Tax Receivable Agreement						The Tax Receivable Agreement (Exchanges) entered into by Dutch Bros Inc. with the Continuing Members, dated as of September 14, 2021.
FASB						Financial Accounting Standards Board.

Fifth LLC Agreement						Fifth Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo, dated as of February 7, 2025.
IPO						Our Initial Public Offering of shares of Class A common stock.


TERM						DEFINITION
Pre-IPO Blocker Holders						TSG7 A AIV VI Holdings-A, L.P. and DG Coinvestor Blocker Aggregator, L.P. or their assignees or successors pursuant to the terms of the Reorganization Tax Receivable Agreement.


PSU						Performance-based Restricted Stock Units subject to market-based vesting conditions.
Record Date						March 20, 2026.

Registration Rights Agreement						The Amended and Restated Registration Rights Agreement entered into by Dutch Bros Inc. with the Continuing Members, dated as of October 31, 2023.
Reorganization Tax Receivable Agreement						Tax Receivable Agreement (Reorganization) entered into by Dutch Bros with the Pre-IPO Blocker Holders, dated as of September 14, 2021.
Reorganization Transactions						The transaction to implement our “Up-C” structure undertaken in connection with our IPO, as further described in our prospectus, filed pursuant to Rule 424(b)(4), (Registration No. 333- 258988) on September 14, 2021.

RSU						Restricted Stock Units subject to time-based vesting conditions.

SEC						United States Securities and Exchange Commission.
Securities Act						The Securities Act of 1933, as amended.
Sponsor						TSG Consumer Partners, L.P. and certain of its affiliates.

Tax Receivable Agreements and TRAs						The Exchange Tax Receivable Agreement and the Reorganization Tax Receivable Agreement.
TSR						Total Shareholder Return.


						RECOMMENDATION OF THE BOARD
☑
						The Board of Directors recommends that you vote “FOR” the election of each of the following director nominees.


	Travis Boersma Co-founder and Executive Chairman of the Board	Age: 55

Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Senior Leadership Experience	Committees: None


	Christine Barone Chief Executive Officer and Director	Age: 52

Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience	Committees: None


	C. David Cone Director	Age: 54

Skills & Expertise: •Financial/Capital Allocation Experience •Technology Experience •Senior Leadership Experience	Committees: Audit and Risk (Chair)


	Stephen Gillett Director	Age: 50

Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience	Committees: Compensation, Nominating and Governance


	G.J. Hart Director	Age: 68

Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience	Committees: Compensation (Chair)


	Kory Marchisotto Director	Age: 49

Skills & Expertise: •Brand Marketing Experience •Senior Leadership Experience	Committees: Nominating & Governance, Compensation


	Scott Maw Director	Age: 58

Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience	Committees: Audit and Risk* *As of, and contingent upon, his election to the Board at the Annual Meeting.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)1 2	Total ($)
C. David Cone	105,000	124,939	229,939
Thomas Davis 3	75,000	124,939	199,939
Kathryn George 3	75,000	124,939	199,939
Stephen Gillett	88,000	124,939	212,939
G.J. Hart	100,500	243,066	343,566
Kory Marchisotto	69,153	154,014	223,167
Ann Miller	102,500	124,939	227,439
Todd Penegor	85,000	235,832	320,832


Name	Unvested RSUs (#)	Market Value of Unvested RSUs ($)
C. David Cone	889	54,425
Thomas Davis	889	54,425
Kathryn George	889	54,425
Stephen Gillett	889	54,425
G.J. Hart	889	54,425
Kory Marchisotto	889	54,425
Ann Miller	889	54,425
Todd Penegor	889	54,425


	Class A Common Stock Beneficially Owned		Class B Common Stock Beneficially Owned		Class C Common Stock Beneficially Owned		Total Common Stock Beneficially Owned		Combined Voting Power
	Shares	%	Shares	%	Shares	%	Shares	%	%
Stockholder
Travis Boersma and affiliated entities 1, 2	48,226,099	27.5	35,210,946	100.0	—	—	83,437,045	38.8	73.1
TSG7 A Dutch Bros. Holdings, L.P. 1, 3	2,279,846	1.8	—	—	2,279,846	100.0	4,559,692	2.1	0.5
The Vanguard Group 4	10,031,344	7.9	—	—	—	—	10,031,344	4.7	2.1
FMR LLC 5	6,486,879	5.1	—	—	—	—	6,486,879	3.0	1.3
Directors and Named Executive Officers
Christine Barone	86,604	*	—	—	—	—	86,604	*	*
Joshua Guenser	30,260	*	—	—	—	—	30,260	*	*
Victoria Tullett	26,228	*	—	—	—	—	26,228	*	*
Tana Davila	17,696	*	—	—	—	—	17,696	*	*
C. David Cone 6	6,440	*	—	—	—	—	6,440	*	*
Thomas Davis 6	14,121	*	—	—	—	—	14,121	*	*
Kathryn George 6	14,121	*	—	—	—	—	14,121	*	*
Stephen Gillett 6	18,507	*	—	—	—	—	18,507	*	*
G.J. Hart 6	3,461	*	—	—	—	—	3,461	*	*
Kory Marchisotto 6	2,193	*	—	—	—	—	2,193	*	*
Scott Maw 7	—	—	—	—	—	—	—	—	—
Ann Miller 6	11,324	*	—	—	—	—	11,324	*	*
Todd Penegor 6	3,358	*	—	—	—	—	3,358	*	*
Sumi Ghosh 8	10,321	*	—	—	—	—	10,321	*	*
All current directors and executive officers as a group (13 persons) 9	48,460,412	27.6	35,210,946	100.0	—	—	83,671,358	38.9	73.2


	Ann Miller Director	Age: 51

Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Senior Leadership Experience	Committees: Nominating & Governance (Chair), Audit & Risk


	Todd Penegor Director	Age: 60

Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience	Committees: Audit & Risk


Leadership Position						Ownership
Executive Chairman						5.0x
Chief Executive Officer						5.0x
All Other Covered Officers						3.0x
Directors						5.0x

SEC Form DEF 14A filed by Dutch Bros Inc.