Dutch Bros Inc. (BROS) Launches 8M Share Secondary Offering

Dutch Bros Inc. (NYSE: BROS) today announced commencement of a registered underwritten public offering of its Class A common stock, par value $0.00001 per share (the “Common Stock”), by certain selling stockholders associated with TSG Consumer Partners, L.P. (the “Selling Stockholders”). The Selling Stockholders intend to offer 8,000,000 shares of Common Stock pursuant to a registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders also intend to grant the underwriter a 30-day option to purchase up to an additional 1,200,000 shares of Common Stock.

Substantially concurrently with the consummation of this offering, the Selling Stockholders expect to distribute in kind securities convertible into 389,823 shares of Common Stock (or 448,298 shares of Common Stock if the option to purchase additional shares is exercised in full) to certain of their indirect members who have elected to maintain their existing interests and to not participate in this offering. The shares distributed in kind will be subject to the lock-up restrictions described in the section titled “Underwriting” in the prospectus supplement. The offering is not conditioned upon the completion of distribution in kind.

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 is expected to 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 sole underwriter for the proposed 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 proposed 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 proposed 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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