As filed with the Securities and Exchange Commission on February 13, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUTCH BROS INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 87-1041305 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
300 N Valley Dr
Grants Pass, Oregon 97526
(541) 955-4700
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
Dutch Bros Inc.
2021 Equity Incentive Plan
(Title of the Plan)
Christine Barone
Chief Executive Officer and President
Dutch Bros Inc.
300 N Valley Dr
Grants Pass, Oregon 97526
(541) 955-4700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
David Peinsipp Alan Hambelton Cooley LLP 3 Embarcadero Ctr, 20th Floor San Francisco, CA 94111 (415) 693-2000 | Joshua Guenser Chief Financial Officer Dutch Bros Inc. 300 N Valley Dr Grants Pass, Oregon 97526 (541) 955-4700 | |||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
This Registration Statement on Form S-8 is being filed to register an additional 1,542,044 shares of Class A common stock under the Dutch Bros Inc. 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to an annual “evergreen” increase provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan (the “Reserve”) will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to one percent (1%) of the total number of shares of all classes of common stock outstanding on December 31 of the immediately preceding year; provided, however, that the Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of common stock.
These additional shares of Class A common stock are securities of the same class as other securities for which a Registration Statement on Form S-8 (File No. 333-259618) was filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2021, a Registration Statement on Form S-8 (File No. 333-263493) was filed with the Commission on March 11, 2022, a Registration Statement on Form S-8 (File No. 333-270044) was filed with the Commission on February 27, 2023, and a Registration Statement on Form S-8 (File No. 333-277338) was filed with the Commission on February 26, 2024 (collectively, the “Prior Registration Statements”). In accordance with Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made a part of this Registration Statement on Form S-8 (this “Registration Statement”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to participants in the equity plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Dutch Bros Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:
(a) the Registrant’s Annual Report on Form 10-K (File No. 001-40798) filed with the Commission on February 13, 2025, which contains audited financial statements for the Registrant’s latest fiscal year, for which such statements have been filed;
(b) the Registrant’s Current Report on Form 8-K filed with the Commission on January 21, 2025; and
(c) the description of the Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40798) filed with the Commission on September 10, 2021, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including as filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-40798) filed with the Commission on February 27, 2023.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, on or subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||
| 4.1 | 8-K | 001-40798 | 3.1 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-40798 | 3.2 | September 17, 2021 | ||||||||||||||||||||||||||||
| 4.3 | S-1/A | 333-258988 | 4.1 | September 7, 2021 | ||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||
| 24.1 | X | |||||||||||||||||||||||||||||||
| 99.1 | 8-K | 001-40798 | 10.6 | September 17, 2021 | ||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-258988 | 10.8 | September 7, 2021 | ||||||||||||||||||||||||||||
| 99.3 | S-1/A | 333-258988 | 10.9 | September 7, 2021 | ||||||||||||||||||||||||||||
| 99.4 | S-1/A | 333-258988 | 10.10 | September 7, 2021 | ||||||||||||||||||||||||||||
| 107 | X | |||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grants Pass, State of Oregon, on February 13, 2025.
| DUTCH BROS INC. | |||||
| Registrant | |||||
| By: | /s/ CHRISTINE BARONE | ||||
Christine Barone | |||||
Chief Executive Officer and President | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine Barone and Joshua Guenser, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
/s/ CHRISTINE BARONE | Chief Executive Officer and President and Director (Principal Executive Officer) | February 13, 2025 | ||||||||||||
Christine Barone | ||||||||||||||
| /s/ TRAVIS BOERSMA | Executive Chairman of the Board of Directors | February 13, 2025 | ||||||||||||
| Travis Boersma | ||||||||||||||
/s/ JOSHUA GUENSER | Chief Financial Officer (Principal Financial and Accounting Officer) | February 13, 2025 | ||||||||||||
Joshua Guenser | ||||||||||||||
/s/ C. DAVID CONE | Director | February 13, 2025 | ||||||||||||
C. David Cone | ||||||||||||||
| /s/ THOMAS DAVIS | Director | February 13, 2025 | ||||||||||||
| Thomas Davis | ||||||||||||||
| /s/ KATHRYN GEORGE | Director | February 13, 2025 | ||||||||||||
| Kathryn George | ||||||||||||||
| /s/ STEPHEN GILLETT | Director | February 13, 2025 | ||||||||||||
| Stephen Gillett | ||||||||||||||
/s/ G.J. HART | Director | February 13, 2025 | ||||||||||||
G.J. Hart | ||||||||||||||
| /s/ ANN MILLER | Director | February 13, 2025 | ||||||||||||
| Ann Miller | ||||||||||||||
/s/ TODD PENEGOR | Director | February 13, 2025 | ||||||||||||
Todd Penegor | ||||||||||||||