Dutch Bros Inc-A 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 DUTCH BROS INC. (Exact name of registrant as specified in its charter)______________________________ Delaware 87-1041305 (I.R.S. Employer Identification No.) 85281 (Address of principal executive offices) (877)899-2767(Registrant's telephone number, including area code)______________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports); and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June30, 2025,the last business day of the registrant's most recently completed second fiscal quarter, was approximately $8.5 billion,computed using the closing price on that day of $68.37. As of February6, 2026, the registrant’s outstanding shares of common stock were as follows: Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders of Dutch BrosInc., which will be filed with the Securities and Exchange Commission within 120 days of December31, 2025, areincorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this report. GLOSSARY As used in this Annual Report on Form 10-K (this Form 10-K), the terms identified below have the meanings specifiedbelow unless otherwise noted or the context requires otherwise. References in this Form 10-K to “Dutch Bros,” the“Company,” “we,” “us” and “our” refer to Dutch Bros Inc. and its consolidated subsidiaries unless the context indicatesotherwise. GLOSSARY Forward-Looking Statements Certain statements in this Form 10-K, including statements regarding our expectations regarding our growth and thenumber of new shops we may open, the impact of new and ongoing initiatives, including Dutch Rewards, order ahead, hotfood and consumer packaged goods, consumer demand, the impact of inflation, increased minimum wages, and generalmacroeconomic conditions on our results of operations, supply chain or liquidity, the potential impact of actions we havetaken to mitigate the impact of unforeseen circumstances, taxes and tax rates, and new and evolving legislative andregulatory requirements, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.We use words