Dutch Bros Inc Sets Price for Secondary Public Offering of Class A Common Stock

Dutch Bros Inc. (NYSE: BROS; referred to as “Dutch Bros” or the “Company”) has announced the pricing of the previously disclosed 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, with a par value of $0.00001 per share (the “Common Stock”), at a public offering price of $34.00 per share. The offering is anticipated to close on or around March 26, 2024, subject to customary closing conditions. Additionally, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Common Stock.

It’s important to note that Dutch Bros is not offering any shares of Common Stock in this offering and will not receive any proceeds from the sale of shares by the Selling Stockholders. However, Dutch Bros will bear a portion of the costs related to the sale of such shares, excluding underwriting discounts and commissions.

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

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

A shelf registration statement on Form S-3 concerning Dutch Bros’ securities, including the Common Stock, has been filed with the SEC and became effective upon filing. The offering will be conducted solely through a free writing prospectus, a prospectus supplement, and an accompanying prospectus. Prospective investors are advised to thoroughly review 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 comprehensive information about Dutch Bros and the offering. Copies of the prospectus supplement and the accompanying prospectus related to the offering can be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, requests for copies of the prospectus supplement related to the offering can be made to 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. Additionally, there shall be no offer or sale of these securities in any state or jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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