of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. Certain Dutch Bros Inc. (the “Company”) subsidiaries (the “Loan Parties”) entered into an amendment and restatement of the existing $650 million senior secured credit facility, dated February 28, 2022, as amended with JPMorgan Chase Bank, N.A. as administrative agent and other financial institutions as the lenders party thereto (the “2022 Credit Facility”), on May 29, 2025 (the “Effective Date”), with JPMorgan Chase Bank, N.A. as administrative agen…

President of Operations — Sumitro Ghosh: The departure of the President of Operations is a genuine executive loss, but the role is being eliminated and severance is provided, suggesting an orderly restructuring rather than a sudden crisis.

Chief Accounting Officer — Nicholas Daddario: The filing discloses the appointment of an external candidate as Chief Accounting Officer, which is a new hire rather than a departure.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Kory Marchisotto: The filing discloses the appointment of a new independent director to fill a vacancy created by a board expansion, which is a routine governance action.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On January 21, 2025, certain Company subsidiaries provided notice to JPMorgan Chase Bank, N.A. of the Company’s intent to draw $50 million on the delayed draw term loan facility on February 4, 2025 (the “Draw”) under the existing senior secured credit facility, dated February 28, 2022, with JPMorgan Chase Bank, N.A. as administrative agent and other financial institutions as the…

CEO — Christine Barone: The filing discloses a revision to the CEO's compensation package, not a change in personnel or management status.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

CEO — Christine Barone: The filing discloses amendments to severance and compensation agreements for the CEO and Executive Chairman, not an actual departure or change in office.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Director — Todd Penegor: The filing discloses the appointment of a new independent director to fill a board vacancy, which is a routine governance event and not a departure of a senior executive.

Director — Sean Sullivan: The resignation of the remaining Class C Director was a contractual consequence of a capital structure change (share reduction) rather than a voluntary exit or dispute, resulting in the elimination of that board seat.

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…

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 Sponso…

Director — Gerard J. Hart: The filing discloses the appointment of a new independent director to fill a vacancy, which is a routine board composition change rather than the departure of a senior executive.

Entry Into a Material Definitive Agreement. Dutch Mafia, LLC Fourth Amended and Restated Limited Liability Company Agreement In connection with its initial public offering, Dutch Bros Inc., a Delaware corporation (the “Company”), as managing member of Dutch Mafia, LLC, a Delaware limited liability company (“Dutch Mafia”) and direct subsidiary of the Company, entered into the Dutch Mafia Third Amended and Restated Limited Liability Company Agreement, dated September 14, 2021 (the “Existing Agr…

CFO — Charles Jemley: The filing describes a planned, orderly succession where the outgoing CFO transitions to a Strategic Advisor role rather than a sudden resignation or termination.

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.