Dutch Bros Inc. Announces Pricing of Secondary Public Offering of Class A Common Stock

Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”) today announced pricing of the previously announced registered underwritten public offering by certain selling stockholders associated with TSG Consumer Partners, L.P. (the “Selling Stockholders”) of 8,000,000 shares of Dutch Bros’ Class A common stock, par value $0.00001 per share (the “Common Stock”) at a public offering price of $34.00 per share. The offering is expected to close on or about March 26, 2024, subject to the satisfaction of customary closing conditions. The Selling Stockholders granted the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Common Stock.

Dutch Bros is not offering any shares of Common Stock in this offering and will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders but will bear a portion of the costs associated with the sale of such shares, other than any underwriting discounts and commissions.

Upon completion of this offering, one of the directors nominated by the Selling Stockholders will resign from the Dutch Bros board of directors, and, pursuant to the stockholders agreement that Dutch Bros previously entered with the certain affiliates of our co-founder and the Selling Stockholders and Dutch Bros’ amended and restated certificate of incorporation, the Selling Stockholders will only have the right to designate one director to the Dutch Bros board of directors.

Morgan Stanley is acting as the sole underwriter for the offering.

A shelf registration statement on Form S-3 relating to Dutch Bros’ securities, including the Common Stock, has been filed with the SEC and became effective upon such filing. The offering will be made only by means of a free writing prospectus, a prospectus supplement and an accompanying prospectus. Before you invest, you should read the prospectus supplement, the accompanying prospectus, the documents incorporated by reference therein and any other documents that Dutch Bros may file with the SEC for more complete information about Dutch Bros and the offering. A copy of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement relating to the offering may be obtained, when available, by requesting it from: Morgan Stanley & Co. LLC, 180 Varick St., 2nd Floor, New York, NY 10014.