Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 13, 2025

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DUTCH BROS INC.

(Exact name of Registrant as specified in its charter)

Delaware						87-1041305
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

300 N Valley Dr

Grants Pass, Oregon 97526

[phone]

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

Dutch Bros Inc.

2021 Equity Incentive Plan

(Title of the Plan)

Christine Barone

Chief Executive Officer and President

Dutch Bros Inc.

300 N Valley Dr

Grants Pass, Oregon 97526

[phone]

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Copies to:

David Peinsipp Alan Hambelton Cooley LLP 3 Embarcadero Ctr, 20th Floor San Francisco, CA 94111 [phone]						Joshua Guenser Chief Financial Officer Dutch Bros Inc. 300 N Valley Dr Grants Pass, Oregon 97526 [phone]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

This Registration Statement on Form S-8 is being filed to register an additional 1,542,044 shares of Class A common stock under the Dutch Bros Inc. 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to an annual “evergreen” increase provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan (the “Reserve”) will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to one percent (1%) of the total number of shares of all classes of common stock outstanding on December 31 of the immediately preceding year; provided, however, that the Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of common stock.

These additional shares of Class A common stock are securities of the same class as other securities for which a Registration Statement on Form S-8 (File No. 333-259618) was filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2021, a Registration Statement on Form S-8 (File No. 333-263493) was filed with the Commission on March 11, 2022, a Registration Statement on Form S-8 (File No. 333-270044) was filed with the Commission on February 27, 2023, and a Registration Statement on Form S-8 (File No. 333-277338) was filed with the Commission on February 26, 2024 (collectively, the “Prior Registration Statements”). In accordance with Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made a part of this Registration Statement on Form S-8 (this “Registration Statement”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to participants in the equity plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Dutch Bros Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:

(a) the Registrant’s Annual Report on Form 10-K (File No. 001-40798) filed with the Commission on February 13, 2025, which contains audited financial statements for the Registrant’s latest fiscal year, for which such statements have been filed;

(b) the Registrant’s Current Report on Form 8-K filed with the Commission on January 21, 2025; and

(c) the description of the Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-40798) filed with the Commission on September 10, 2021, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including as filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-40798) filed with the Commission on February 27, 2023.

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All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, on or subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

Item 8. Exhibits

									Incorporated by Reference
Exhibit Number						Description						Form			File No.			Exhibit						Filing Date						Filed Herewith
4.1						Amended and Restated Certificate of Incorporation of Registrant.						8-K			001-40798			3.1						September 17, 2021
4.2						Amended and Restated Bylaws of Registrant.						8-K			001-40798			3.2						September 17, 2021
4.3						Form of Common Stock Certificate.						S-1/A			333-258988			4.1						September 7, 2021
5.1						Opinion of Cooley LLP.																								X
23.1						Consent of Cooley LLP (included in Exhibit 5.1).																								X
23.2						Consent of KPMG LLP, Independent Registered Public Accounting Firm.																								X
24.1						Power of Attorney (included on signature page of this Form S-8).																								X
99.1						2021 Equity Incentive Plan.						8-K			001-40798			10.6						September 17, 2021
99.2						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
99.3						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
99.4						Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the 2021 Equity Incentive Plan.						S-1/A			333-258988			10.10						September 7, 2021
107						Filing fee table																								X

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grants Pass, State of Oregon, on February 13, 2025.

DUTCH BROS INC.
Registrant
By:			/s/ CHRISTINE BARONE
			Christine Barone
			Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine Barone and Joshua Guenser, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Signature

Title

Date

/s/ CHRISTINE BARONE

Chief Executive Officer and President and Director (Principal Executive Officer)

February 13, 2025

Christine Barone

/s/ TRAVIS BOERSMA

Executive Chairman of the Board of Directors

February 13, 2025

Travis Boersma

/s/ JOSHUA GUENSER

Chief Financial Officer (Principal Financial and Accounting Officer)

February 13, 2025

Joshua Guenser

/s/ C. DAVID CONE

Director

February 13, 2025

C. David Cone

/s/ THOMAS DAVIS

Director

February 13, 2025

Thomas Davis

/s/ KATHRYN GEORGE

Director

February 13, 2025

Kathryn George

/s/ STEPHEN GILLETT

Director

February 13, 2025

Stephen Gillett

/s/ G.J. HART

Director

February 13, 2025

G.J. Hart

/s/ ANN MILLER

Director

February 13, 2025

Ann Miller

/s/ TODD PENEGOR

Director

February 13, 2025

Todd Penegor

0001866581Dutch Bros Inc.S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure000186658112025-02-132025-02-1300018665812025-02-132025-02-13

EXHIBIT 107

CALCULATION OF REGISTRATION FEES

Form S-8

(Form Type)

DUTCH BROS INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type			Security Class Title			Fee Calculation Rule			Amount Registered1,3			Proposed Maximum Offering Price Per Unit2			Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee
Equity			Class A common stock, $0.00001 par value per share			Other2			1,542,044			$63.55			$97,996,896			$0.00015310			$15,003
Total offering amounts															$97,996,896						$15,003
Total fees previously paid																					—
Total fee offsets																					—
Net fee due																					$15,003

1.Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement will also cover any additional shares of Registrant’s Class A common stock that become issuable under the Registrant’s 2021 Equity Incentive Plan (the 2021 Plan) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock.

2.Estimated in accordance with Rule 457(c) and 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on February 12, 2025.

3.Represents 1,542,044 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2021 Plan on January 1, 2025 pursuant to an annual “evergreen” increase provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to one percent (1%) of the total number of shares of all classes of common stock outstanding on December 31 of the immediately preceding year; provided, however, that the Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of Class A common stock.

Exhibit 5.1

Alan D. Hambelton

T: [phone]

[e-mail]

February 13, 2025

Dutch Bros Inc.

300 N Valley Dr

Grants Pass, OR 97526

Re:     Registration on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Dutch Bros Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 1,542,044 shares (the “Shares”) of the Company's Class A Common Stock, par value $0.00001 per share, issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plan, and (d) such other records, documents, opinions, certificates, memoranda, and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule, or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Cooley LLP   1700 Seventh Avenue Suite 1900  Seattle, WA   98101-1355

t: [phone]  f: [phone]  cooley.com

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Dutch Bros Inc.

February 13, 2025

Page Two

Sincerely,
Cooley LLP
By:			/s/ Alan D. Hambelton
			Alan D. Hambelton

Cooley LLP   1700 Seventh Avenue Suite 1900  Seattle, WA   98101-1355

t: [phone]  f: [phone]  cooley.com

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 13, 2025, with respect to the consolidated financial statements of Dutch Bros Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Portland, Oregon
February 13, 2025

Submission	Feb. 13, 2025
Submission [Line Items]
Central Index Key	0001866581
Registrant Name	Dutch Bros Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Feb. 13, 2025 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Class A common stock, $0.00001 par value per share
Amount Registered | shares	1,542,044
Proposed Maximum Offering Price per Unit	63.55
Maximum Aggregate Offering Price	$ 97,996,896
Fee Rate	0.01531%
Amount of Registration Fee	$ 15,003
Offering Note	Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement will also cover any additional shares of Registrant’s Class A common stock that become issuable under the Registrant’s 2021 Equity Incentive Plan (the 2021 Plan) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock. 2.Estimated in accordance with Rule 457(c) and 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on February 12, 2025. 3.Represents 1,542,044 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2021 Plan on January 1, 2025 pursuant to an annual “evergreen” increase provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to one percent (1%) of the total number of shares of all classes of common stock outstanding on December 31 of the immediately preceding year; provided, however, that the Board may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of Class A common stock.

Fees Summary	Feb. 13, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 97,996,896
Previously Paid Amount	0
Total Fee Amount	15,003
Total Offset Amount	0
Net Fee	$ 15,003

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