Dutch Bros Inc
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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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.
FY2023 · Filed Feb 23, 2024
BROS$35.29-2.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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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 | Third Amended and Restated Limited Liability Company Agreement of Dutch Mafia, LLC, dated September 14, 2021. | 8-K | 001-40798 | 10.1 | September 17, 2021 | |
| 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. | X | ||||
| 10.5 | Stockholders Agreement, by and between the Registrant and the Sponsor, dated September 17, 2021. | 8-K | 001-40798 | 10.5 | September 17, 2021 | |
| 10.6 | Form of Director and Officer Indemnification Agreement. | S-1 | 333-258988 | 10.2 | August 20, 2021 | |
| 10.7† | 2021 Equity Incentive Plan. | S-8 | 333-259618 | 99.1 | September 17, 2021 | |
| 10.8† | 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 | |
| 10.9† | 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 | |
| 10.10† | 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 | |
| 10.11† | Offer Letter by and between Jonathan Ricci and the Company dated November 23, 2021. | 8-K | 001-40798 | 10.1 | December 1, 2021 | |
| 10.12† | Offer Letter by and between Charles Jemley and the Company dated November 23, 2021. | 8-K | 001-40798 | 10.2 | December 1, 2021 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 10.13† | Offer Letter by and between Stephen Gillett and the Company dated November 5, 2021. | 8-K | 001-40798 | 10.1 | December 15, 2021 | |
| 10.14† | Offer Letter by and between Brian Maxwell and the Company dated November 23, 2021. | 10-K | 001-40798 | 10.15 | March 11, 2022 | |
| 10.15 | Amended and Restated Credit Agreement by and between JPMorgan Chase Bank, N.A., the Company, and the other parties listed therein, dated February 28, 2022. | 10-K | 001-40798 | 10.16 | March 11, 2022 | |
| 10.16 | Amendment No. 1 to Credit Agreement, dated August 4, 2023, by and among Dutch Bros., LLC, DB Management Co., DB Franchising USA, LLC, Boersma Bros. LLC, the other Loan Parties party thereto, the financial institutions party thereto, and J.P. Morgan Chase Bank, N.A. as Administrative Agent. | 8-K | 001-40798 | 10.1 | August 8, 2023 | |
| 10.17† | Offer Letter by and between Ann M. Miller and the Company, dated August 12, 2022. | 8-K | 001-40798 | 10.1 | August 22, 2022 | |
| 10.18† | Amended Offer Letter by and between Christine Barone and the Company, dated December 27, 2023. | 8-K | 001-40798 | 10.1 | January 2, 2024 | |
| 10.19† | Participation Agreement by and between Christine Barone and the Company, dated November 9, 2022. | 8-K | 001-40798 | 10.2 | November 28, 2022 | |
| 10.20† | 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 | |
| 10.21† | Offer Letter, dated as of November 3, 2023, by and between the Company and Sean Sullivan. | 8-K | 001-40798 | 10.2 | November 7, 2023 | |
| 10.22 | Separation Letter Agreement, by and between John Graham and the Company, dated November 11, 2022. | 10-K | 001-40798 | 10.19 | February 27, 2023 | |
| 10.23 | Offer Letter, dated as of September 1, 2022, by and between the Company and Victoria Tullett | X | ||||
| 10.24 | Offer Letter, dated as of June 7, 2023, by and between the Company and Tana Davila | X | ||||
| 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 | ||||
| Incorporated by Reference | |||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | |
| 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 | X | |||||
| 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.