Dutch Bros Inc

On April 19, 2024, pursuant to Section 3(a)(9) of the Securities Act, we made an unregistered issuance of our Class A common stock via exchange of approximately 1.8 million Dutch Bros OpCo Class A common units held by our Co-Founder for shares of our Class A common stock on a one-for-one basis. Such shares of Class A common stock were then reserved for sale directly by our Co-Founder pursuant to a Rule 10b5-1 trading arrangement, and no proceeds were received by the Company.

Pursuant to Section 3(a)(9) of the Securities Act, on May 13, 2024 and May 29, 2024, we made an unregistered issuance of our Class A common stock via (i) exchange of approximately 9.7 million Dutch Bros OpCo Class A common units and conversion of approximately 3.5 million shares of Dutch Bros Inc. Class D common stock, and (ii) exchange of approximately 2.5 million Dutch Bros OpCo Class A common units and conversion of approximately 0.9 million shares of Dutch Bros Inc. Class D common stock, respectively, held by our Sponsor for shares of our Class A common stock on a one-for-one basis. Such shares of Class A common stock were then sold directly by our Sponsor pursuant to Rule 144 of the Securities Act, and no proceeds were received by the Company.

Pursuant to Section 3(a)(9) of the Securities Act, on June 12, 2024, in connection with the Secondary Offering, we made an unregistered issuance of our Class A common stock via (i) exchange of approximately 6.5 million Dutch Bros OpCo Class A common units and conversion of approximately 2.2 million shares of Dutch Bros Inc. Class D common stock held by our Sponsor for shares of our Class A common stock on a one-for-one basis. Such shares of Class A common stock were then sold directly by our Sponsor in a registered underwritten public offering pursuant to Dutch Bros Inc.’s automatic shelf registration statement on Form S-3ASR (File No. 333-274368) filed with the Commission on September 6, 2023, and which was deemed effective upon filing with the Commission, a free writing prospectus and prospectus supplement, each dated June 10, 2024, each to the prospectus dated September 6, 2023. No proceeds were received by the Company.