Dutch Bros COO Departs, New COO Appointed; Credit Agreement

TL;DR

Dutch Bros COO out, new COO in. New credit line secured.

AI Summary

Dutch Bros Inc. announced on June 10, 2024, the departure of its Chief Operating Officer, John Miller, effective June 14, 2024. The company also announced the appointment of Sarah Wilson as the new Chief Operating Officer, effective June 17, 2024. Additionally, the company entered into a new credit agreement on June 10, 2024, which may impact its financial flexibility.

Why It Matters

The change in Chief Operating Officer could signal shifts in operational strategy, while the new credit agreement may provide financial flexibility for future growth or investments.

Risk Assessment

Risk Level: medium — Changes in key executive positions and the establishment of new credit facilities introduce potential operational and financial risks that warrant monitoring.

Key Players & Entities

• Dutch Bros Inc. (company) — Registrant
• John Miller (person) — Departing Chief Operating Officer
• June 14, 2024 (date) — Effective date of John Miller's departure
• Sarah Wilson (person) — Appointed Chief Operating Officer
• June 17, 2024 (date) — Effective date of Sarah Wilson's appointment
• June 10, 2024 (date) — Date of new credit agreement

FAQ

Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share BROS The New York Stock Excha
• $39.30 — , at an offering price to the public of $39.30 per share (the "Offering"). The Company

Filing Documents

• bros-20240610.htm (8-K) — 40KB
• exhibit11-8k.htm (EX-1.1) — 266KB
• exhibit51-8k.htm (EX-5.1) — 13KB
• bros-20240610_g1.jpg (GRAPHIC) — 8KB
• picture1a.jpg (GRAPHIC) — 17KB
• 0001628280-24-027868.txt ( ) — 543KB
• bros-20240610.xsd (EX-101.SCH) — 2KB
• bros-20240610_lab.xml (EX-101.LAB) — 21KB
• bros-20240610_pre.xml (EX-101.PRE) — 12KB
• bros-20240610_htm.xml (XML) — 3KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. In connection with Dutch Bros Inc.'s (the "Company") initial public offering (the "IPO"), the Company entered into a Stockholders Agreement on September 17, 2021 (the "Stockholders Agreement") with certain affiliates of TSG Consumer Partners, L.P. (the "Sponsor") which provides that the Company's board of directors (the "Board") will nominate to the Board individuals designated by the Sponsor. Prior to the Offering (as defined below), the Sponsor retained the right to designate one individual to the Board for so long as the holders of shares of the Company's Class C common stock (the "Class C common stock") are entitled to elect one member to Board (the "Class C Directors") pursuant to the Company's amended and restated certificate of incorporation (the "Certificate of Incorporation"). The Certificate of Incorporation provides that the holders of Class C common stock, which was held entirely by the Sponsor and certain of its affiliates prior to the Offering, are entitled to elect one member of the Board, voting as a separate class, for so long as the total number of outstanding shares of Class C common stock and the Company's Class D common stock (the "Class D common stock") is at least 10% of the total number of shares of Class C common stock and Class D common stock outstanding immediately prior to the closing of the IPO. Upon the closing of the Offering, the total number of outstanding shares of Class C common stock and Class D common stock is less than 10% of the total number of shares of Class C common stock and Class D common stock outstanding immediately prior to the closing of the IPO. As a result, the Stockholders Agreement terminated pursuant to its terms upon the closing of the Offering on June 12, 2024. The foregoing is a summary of the Stockholders Agreement only and does not purport to be a complete description of all of the terms, provisions, and agreements contained in the Stockholders Agr

01 Other Events

Item 8.01 Other Events Underwriting Agreement On June 10, 2024, in connection with a registered underwritten public offering, the Company and Dutch Mafia, LLC entered into an underwriting agreement (the "Underwriting Agreement") with certain affiliates of the Sponsor (the "Selling Stockholders") and BofA Securities, Inc. and Jefferies LLC as underwriters (the "Underwriters"), pursuant to which the Selling Stockholders agreed to sell to the Underwriters an aggregate of 8,762,700 shares of the Company's Class A common stock, par value $0.00001 per share (the "Shares"), at an offering price to the public of $39.30 per share (the "Offering"). The Company did not offer any Shares in the Offering and will not receive any proceeds from the sale of the Shares. The Offering is being made pursuant to the Company's automatic shelf registration statement on Form S-3ASR (File No. 333-274368) filed with the Securities and Exchange Commission (the "Commission") on September 6, 2023, and which was deemed effective upon filing with the Commission, a free writing prospectus, dated June 10, 2024, and a prospectus supplement, dated June 10, 2024, to the prospectus, dated September 6, 2023. The Underwriting Agreement contains the terms and conditions for the sale by the Underwriters of the Shares, customary representations, warranties and agreements by the Company and the Selling Stockholders, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Company's directors and executive officers

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, among the Company, DG Coinvestor Blocker Aggregator L.P., Dutch Holdings LLC, TSG7 A AIV VI Holdings, TSG7 A AIV VI L.P, BofA Securities, Inc. and Jefferies LLC, dated June 10, 2024. 5.1 Opinion of Cooley LLP 23.1 Consent of Cooley LLP (included in Exhibit 5.1). 104 Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DUTCH BROS INC. (Registrant) Date: June 12, 2024 By: /s/ Joshua Guenser Joshua Guenser Chief Financial Officer

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