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0001866581FALSE08/05/202600018665812026-08-052026-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 8-K
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2026
_______________________________________________________
DB Logo for ER-jpeg.jpg
DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware 001-40798 87-1041305
(State or other jurisdiction of
incorporation)
 (Commission
File Number)
(IRS Employer
Identification No.)
1930 W Rio Salado Pkwy
85281
Tempe,
Arizona
(Address of principal
executive offices)		 (Zip Code)
(877) 899-2767
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Exchange on which Registered
Class A Common Stock,
par value $0.00001 per share		 BROS The New York Stock Exchange




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition.
On August 5, 2026, Dutch Bros Inc., a Delaware corporation (the “Company”), announced its financial results for the second quarter ended June 30, 2026. A copy of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information included in Item 2.02 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.

Item 8.01. Other Event.
On August 4, 2026, the Company entered into an agreement to acquire the real estate and related site assets of up to 65 Salad and GoTM locations across Arizona, Nevada, Oklahoma and Texas. The closing is expected to occur in the third quarter of 2026 and is subject to applicable approvals and other customary closing conditions.

Item 9.01.    Financial Statements and Exhibits
(d)    Exhibits
Exhibit No. Description
Earnings Release issued by Dutch Bros Inc. on August 5, 2026
104 Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DUTCH BROS INC.
(Registrant)
Date: August 5, 2026 By:
/s/ Joshua Guenser
Joshua Guenser
Chief Financial Officer

EX-99.1 2 a2026-q2_ex991.htm EX-99.1 Document
Exhibit 99.1
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Dutch Bros Inc. Reports Second Quarter 2026 Financial Results
Achieves 32% Revenue Growth Year-Over-Year
Delivers 8.3% Company-Operated and 5.8% Systemwide Same Shop Sales Growth
Raises 2026 Guidance on Total Revenues, System Same Shop Sales Growth, and Adjusted EBITDA
TEMPE, Ariz. - August 5, 2026 - Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”), one of the fastest-growing brands in the U.S. quick service beverage industry, today reported financial results for the second quarter ended June 30, 2026.
Second Quarter 2026 Highlights
•Opened 48 new shops, 44 of which were company-operated.
•Total revenues grew 32.5% to $550.9 million as compared to $415.8 million in the same period of 2025.
•Company-operated same shop sales1 increased 8.3% and company-operated same shop transactions increased 3.4% relative to the same period of 2025. Systemwide same shop sales1 increased 5.8% and systemwide same shop transactions increased 1.7% relative to the same period in 2025.
•Net income was $51.6 million as compared to $38.4 million in the same period of 2025.
•Adjusted EBITDA2 grew 27.8% to $113.7 million as compared to $89.0 million in the same period of 2025.
Christine Barone, Chief Executive Officer and President of Dutch Bros, said, “Our second quarter performance reflects the strength of the Dutch Bros brand, powered by our differentiated people-led culture and our compelling value proposition that continues to resonate with customers. The success of our strategy was evident in the second quarter as we delivered our thirteenth consecutive quarter of positive same shop sales growth and our eighth consecutive quarter of same shop transaction growth. We also maintained exceptionally strong development momentum, while AUVs climbed to record levels. This performance is the result of years of foundational investments across the business, giving us tremendous confidence in our ability to continue growing Dutch Bros for the long-term.”

Josh Guenser, Chief Financial Officer of Dutch Bros, concluded, “Based on the performance so far this year and the recent acquisition from one of our Phoenix franchisees, we are increasing our full-year guidance on Total Revenues, Systemwide Same Shop Sales Growth and Adjusted EBITDA. We enter the second half of the year from a position of strength, with a focused plan, strong visibility into our growth initiatives, and a clear path to turning the significant whitespace ahead of us into durable growth.”

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2026 Guidance3
•Total revenues are now projected to be between approximately $2.1 billion and $2.13 billion.
•Same shop sales1 growth is now estimated to be in the range of 5% to 6%.
•Adjusted EBITDA4 is now estimated to be between $385 million and $390 million.
•Capital expenditures are now estimated to be between $350 million and $370 million.
The item below remains unchanged.
•Total system shop openings are estimated to be at least 185.
_________________
1    Same shop sales is defined in the section “Select Financial Metrics”.
2    This is a non-GAAP financial measure. Reconciliation of U.S. GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
3    Excludes any impact from the Salad and GoTM transaction announced on August 5, 2026.
4    We have not reconciled guidance for Adjusted EBITDA to the corresponding U.S. GAAP financial measure because we do not provide guidance for the various reconciling items. We are unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. Accordingly, reconciliation to the corresponding U.S. GAAP financial measure is not available without unreasonable effort.

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Conference Call and Webcast Today
Christine Barone, Chief Executive Officer and President, and Joshua Guenser, Chief Financial Officer, will host a conference call and webcast today at 5:00 p.m. Eastern Time (ET) to discuss financial results for the second quarter ended June 30, 2026.
Event: Second Quarter 2026 Conference Call and Webcast
Date: Wednesday, August 5, 2026
Time: 5:00 p.m. ET
Dial In: 1-201-493-6779
Webcast: https://investors.dutchbros.com under “Events & Presentations”.
The webcast will be archived shortly after the conference call has concluded. We will also publish earnings presentation slides related to these financial results on our website https://investors.dutchbros.com under “Events & Presentations”.
About Dutch Bros Inc. 
Dutch Bros Inc. (NYSE: BROS) is a fun-loving, mind-blowing drive-thru specialty beverage leader dedicated to making a massive difference, one cup at a time. It was founded in Grants Pass, Oregon, in 1992 and now shares its vibrant culture and fully customizable drinks at 1,225 locations as of June 30, 2026. Dutch Bros serves a wide variety of unique, handcrafted beverages such as its exclusive Dutch Bros Rebel® energy drink, Myst Energy RefresherTM, specialty coffee, nitrogen-infused cold brew, tea, lemonade, soda and more.
Dutch Bros is wholeheartedly focused on radiating kindness and sharing the Dutch Luv®. In addition to its mission of speed, quality and service, the Dutch Bros Foundation® is passionate about giving back to the communities it serves. Through local giving and annual nation-wide initiatives, the Dutch Bros Foundation makes impactful contributions to causes across the country.
To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros on Instagram, Facebook, X, and TikTok, and download the Dutch Bros app to earn points and score rewards! 
Dutch Bros, our Windmill logo (toc1aa.jpg), Dutch Bros Rebel, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names and service marks appearing in this press release are the property of their respective owners. Solely for convenience, the trademarks and trade names in this press release may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

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Forward-Looking Statements
In addition to historical information, this press release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding Dutch Bros’ growth trajectory, and Dutch Bros’ potential or assumed future results of operations, including updated guidance for 2026, new shop openings, estimated capital expenditures, business strategies, and potential sales and revenue growth. These statements are based on Dutch Bros’ current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “intend,” “may,” “target,” “estimates,” “predict,” “project,” “expect,” “should,” “guidance,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Dutch Bros’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those related to past growth being indicative of future results, whether Dutch Bros’ foundational investments result in continued growth for Dutch Bros, including increases in customer engagement and sales, the success of Dutch Bros’ food offering sales translating to sales of food offerings in other markets, changes in consumer preference due to new information or regulations regarding additives, diet and health or otherwise, acquisitions or partnerships not ultimately strengthening Dutch Bros’ competitive position, or achieving the intended goals of such acquisition or partnership, any problems that may arise in successfully integrating acquired businesses or assets, which may result in Dutch Bros not operating as effectively and efficiently as expected or divert management from their primary responsibilities, general economic conditions, changes in general consumer discretionary spending, including due to higher gas prices, inflation or lack of consumer confidence, commodity inflation, the ability to navigate evolving macroeconomic conditions, the effects of disruption between the U.S. and its trading partners due to military conflicts, tariffs or other policies, disruptions in our supply chain, increased labor costs, ability to hire and retain employees, the availability of suitable new shop sites and our ability to negotiate acceptable agreements regarding the new shop sites, and other risks, including those described in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 13, 2026, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 6, 2026, and in our future reports to be filed with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Forward-looking statements contained in this press release are made as of this date, and Dutch Bros undertakes no duty to update such information except as required under applicable law.


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DUTCH BROS INC.
Condensed Consolidated Statements of Operations
Three Months Ended
June 30,		 Six Months Ended
June 30,
(in thousands, except per share amounts; unaudited) 2026 2025 2026 2025
Revenues
Company-operated shops $ 510,031  $ 380,500  $ 939,088  $ 706,921 
Franchising and other 40,820  35,313  76,175  64,044 
Total revenues 550,851  415,813  1,015,263  770,965 
Costs and Expenses
Cost of sales 399,795  295,769  756,731  560,928 
Selling, general and administrative 80,651  65,385  153,827  124,306 
Total costs and expenses 480,446  361,154  910,558  685,234 
Income from operations
 70,405  54,659  104,705  85,731 
Other expense
Interest expense, net (7,038) (7,076) (14,258) (14,191)
Other income (expense), net 861  (1,983) 786  (2,001)
Total other expense (6,177) (9,059) (13,472) (16,192)
Income before income taxes 64,228  45,600  91,233  69,539 
Income tax expense 12,623  7,243  15,964  8,702 
Net income $ 51,605  $ 38,357  $ 75,269  $ 60,837 
Less: Net income attributable to non-controlling interests 14,195  12,733  21,762  19,860 
Net income attributable to Dutch Bros Inc. $ 37,410  $ 25,624  $ 53,507  $ 40,977 
Net income per share of Class A common stock:
Basic $ 0.28  $ 0.20  $ 0.41  $ 0.33 
Diluted $ 0.28  $ 0.20  $ 0.41  $ 0.33 
Weighted-average shares of Class A common stock outstanding:
Basic 134,494  126,390  130,837  123,615 
Diluted 134,765  126,830  131,263  124,178 


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DUTCH BROS INC.
Company-Operated Shops Results
Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
(dollars in thousands; unaudited) $ % $ % $ % $ %
Company-operated shops revenue 510,031  100.0  380,500  100.0  939,088  100.0  706,921  100.0 
Beverage, food and packaging costs 133,108  26.1  96,468  25.3  245,430  26.1  177,847  25.2 
Labor costs 129,460  25.4  101,270  26.6  241,765  25.8  190,709  27.0 
Occupancy and other costs 83,085  16.3  59,984  15.8  159,870  17.0  113,911  16.1 
Pre-opening costs 8,408  1.6  4,542  1.2  14,749  1.6  10,153  1.4 
Depreciation and amortization 32,669  6.4  25,684  6.8  68,191  7.2  50,251  7.1 
Company-operated shops costs and expenses 386,730  75.8  287,948  75.7  730,005  77.7  542,871  76.8 
Company-operated shops gross profit 123,301  24.2  92,552  24.3  209,083  22.3  164,050  23.2 
Company-operated shops contribution 1
155,970  30.6  118,236  31.1  277,274  29.5  214,301  30.3 
_________________
1    Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
DUTCH BROS INC.
Summary Cash Flows Data
Six Months Ended
June 30,
(in thousands; unaudited) 2026 2025
Net cash provided by operating activities $ 196,933  $ 126,781 
Net cash used in investing activities (149,048) (99,731)
Net cash used in financing activities (48,665) (65,989)
Net decrease in cash and cash equivalents $ (780) $ (38,939)
Cash and cash equivalents at beginning of period 269,404  293,354 
Cash and cash equivalents at end of period $ 268,624  $ 254,415 

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DUTCH BROS INC.
Condensed Consolidated Balance Sheets
(in thousands; unaudited) June 30,
2026		 December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 268,624  $ 269,404 
Accounts receivable, net 18,871  18,387 
Inventories, net 41,253  48,917 
Prepaid expenses and other current assets 23,745  20,670 
Total current assets 352,493  357,378 
Property and equipment, net 905,241  824,502 
Lease right-of-use assets, net 984,000  855,339 
Deferred income tax assets, net 1,111,070  946,571 
Other long-term assets 23,885  25,524 
Total assets $ 3,376,689  $ 3,009,314 
Liabilities and Equity
Current liabilities:
Accounts payable $ 44,319  $ 37,625 
Other current liabilities
 123,394  99,173 
Deferred revenue 47,160  55,658 
Current portion of tax receivable agreements liability 686  7,696 
Current portion of lease liabilities 41,639  36,466 
Current portion of long-term debt 3,883  3,881 
Total current liabilities 261,081  240,499 
Deferred revenue, net of current portion 6,524  8,918 
Lease liabilities, net of current portion 967,206  852,380 
Long-term debt, net of current portion 194,600  196,295 
Tax receivable agreements liability, net of current portion
 972,264  813,353 
Total liabilities 2,401,675  2,111,445 
Equity:
Common stock 1  1 
Additional paid in capital 644,589  581,261 
Accumulated other comprehensive income 47  48 
Retained earnings
153,015  99,508 
Total stockholders' equity attributable to Dutch Bros Inc. 797,652  680,818 
Non-controlling interests 177,362  217,051 
Total equity 975,014  897,869 
Total liabilities and equity $ 3,376,689  $ 3,009,314 


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DUTCH BROS INC.
Select Financial Metrics
Three Months Ended
June 30,		 Six Months Ended
June 30,
(dollars in thousands; unaudited) 2026 2025 2026 2025
Shop count, beginning of period
Company-operated 844  695  811  670 
Franchised 333  317  325  312 
1,177  1,012  1,136  982 
Company-operated new openings 44  30  77  55 
Franchised new openings 4  1  12  6 
Shop count, end of period
Company-operated 888  725  888  725 
Franchised 337  318  337  318 
Total shop count 1,225  1,043  1,225  1,043 
Systemwide AUV 1
N/A N/A $ 2,193  $ 2,053 
Company-operated shops AUV 1
N/A N/A $ 2,164  $ 1,982 
Systemwide same shop sales 1, 2
5.8  % 6.1  % 6.9  % 5.3  %
Ticket 4.1  % 2.4  % 3.6  % 3.0  %
Transactions 1.7  % 3.7  % 3.3  % 2.3  %
Company-operated same shop sales 1
8.3  % 7.8  % 9.3  % 7.2  %
Ticket 4.9  % 1.9  % 4.3  % 2.6  %
Transactions 3.4  % 5.9  % 5.0  % 4.6  %
Systemwide sales 2
$ 703,320  $ 571,273  $ 1,312,919  $ 1,060,945 
Company-operated operating weeks 3
11,189  9,184  21,682  17,921 
Franchising and other operating weeks 3
4,353  4,119  8,583  8,130 
Dutch Rewards transactions as a percentage of total transactions 4
73  % 72  % 74  % 72  %

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Three Months Ended
June 30,		 Six Months Ended
June 30,
2026 2025 2026 2025
(dollars in thousands; unaudited) $ % $ % $ % $ %
Company-operated shops revenues 510,031  100.0  380,500  100.0  939,088  100.0  706,921  100.0 
Company-operated shops gross profit 123,301  24.2  92,552  24.3  209,083  22.3  164,050  23.2 
Company-operated shops contribution 5
155,970  30.6  118,236  31.1  277,274  29.5  214,301  30.3 
Selling, general, and administrative expenses 80,651  14.6  65,385  15.7  153,827  15.2  124,306  16.1 
Adjusted selling, general, and administrative expenses 5
72,491  13.2  58,709  14.1  138,003  13.6  112,206  14.6 
Net income 51,605  9.4  38,357  9.2  75,269  7.4  60,837  7.9 
Adjusted EBITDA 5
113,714  20.6  89,003  21.4  193,087  19.0  151,909  19.7 
___________
1    In 2026, AUVs are determined based on the net sales for any trailing twelve-month period for systemwide and company-operated shops, and same shop sales represent the percentage change in year-over-year sales, for the comparable shop base, that have been open at least 15 complete months as of the first day of the quarterly reporting period. Prior to 2026, AUVs were determined based on shops that had been open a minimum of 15 months, and same shop base was defined as shops open for 15 complete months or longer as of the first day of the reporting period. Prior period numbers have not been adjusted to conform to the new definition as the changes did not have a material impact. AUVs are calculated by dividing the systemwide and company-operated shops net sales by the total number of systemwide and company-operated shops, respectively. Management uses these metrics as an indicator of shop growth, expectations of mature locations, and future expansion strategy. The number of shops included in the systemwide and company-operated comparable bases for the respective periods are presented in the following table.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Systemwide shop base 982  831  982  794 
Company-operated shop base 670  542  670  510 
2    Systemwide sales and systemwide same shop sales are operating measures that include sales at company-operated shops and sales at franchised shops during the comparable periods presented. Franchise sales represent sales at all franchise shops and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales. As these metrics include sales reported to us by our non-consolidated franchise partners, these metrics should be considered as a supplement to, not a substitute for, our results as reported under U.S. GAAP. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
3    Company-operated and franchise shops operating weeks are calculated based on the number of operating days for the shop base and dividing by 7. Our shop base is defined as shops opened as of the end date of the periods presented. The operating weeks calculations reflect re-acquired franchises. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
4    Dutch Rewards is our digitally-based rewards program available exclusively through the Dutch Rewards app. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.
5    Reconciliation of U.S. GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.

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Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with U.S. GAAP, this press release contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.
Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated based on the combined total non-GAAP adjustments using our total effective tax rate. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.
Company-operated shops contribution (in dollars and as a percentage of revenue)
Definition and/or calculation
Company-operated shops segment gross profit, before company-operated shops depreciation and amortization.
Usefulness to management and investors
This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation and amortization charges. This is a standard metric used across our industry by investors.
EBITDA, Adjusted EBITDA (in dollars and as a percentage of revenue)
EBITDA — definition and/or calculation
Net income before interest expense (net of interest income), income tax expense, and depreciation and amortization expense.
Adjusted EBITDA — definition and/or calculation
Defined as EBITDA (as defined above), excluding equity-based compensation, expenses associated with credit facility refinancing, acquisition-related costs, TRA remeasurements, and organization realignment and restructurings costs.
Usefulness to management and investors
These non-GAAP measures are supplemental operating performance measures we believe facilitate comparisons to historical performance and competitors’ operating results. We believe these non-GAAP measures presented provide investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.
Adjusted selling, general, and administrative (in dollars and as a percentage of revenue)
Definition and/or calculation
Selling, general, and administrative expenses, excluding depreciation and amortization, equity-based compensation, acquisition-related costs, and organization realignment and restructurings costs.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe the non-GAAP measure presented provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.

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Adjusted net income
Definition and/or calculation
Net income, excluding equity-based compensation, expenses associated with credit facility refinancing, acquisition-related costs, TRA remeasurements, organization realignment and restructurings costs, and income tax effects of items excluded from net income.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted fully exchanged weighted-average shares of diluted common stock outstanding
Definition and/or calculation
Weighted-average shares of Class A common stock outstanding - basic with addition of dilutive impacts of restricted stock units, as well as the assumed exchange of all of the Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By adding in the assumed exchange of all of the outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted net income per fully exchanged share of diluted common stock
Definition and/or calculation
Net income per share of Class A common stock - diluted, excluding per share impacts of equity-based compensation, expenses associated with credit facility refinancing, acquisition-related costs, TRA remeasurements, organization realignment and restructurings costs, income tax effects of items excluded from net income, and removal of per share impacts of controlling and non-controlling interests.
Usefulness to management and investors
This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. By assuming the full exchange of all of the outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock and related net income adjustments, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Non-GAAP adjustments
Below are the definitions of the non-GAAP adjustments that are used in the calculation of our non-GAAP measures, as described above.
Equity-based compensation
Non-cash expenses related to the grant and vesting of stock awards, including restricted stock units and performance restricted stock units in Dutch Bros Inc. to certain eligible employees.

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Expenses associated with 2022 credit facility refinancing
Costs incurred as a result of refinancing our credit facility in May 2025, including write-off of unamortized loan costs related to the amendment and restatement of our 2022 Credit Facility, and intermediary fees and other costs related to our 2025 Credit Facility.
Acquisition-related costs
Costs incurred in connection with our purchase of the franchise rights and assets from a franchisee.
TRAs remeasurements
(Gain) loss impacts related to adjustments of our TRAs liabilities.
Organization realignment and restructurings
Fees and costs incurred in connection with our comprehensive initiatives to develop and implement a long-term strategy involving changes to our organizational structure to support our growth.
Dilutive effects of restricted stock awards and units
Addition of incremental shares of restricted stock units calculated under the treasury stock method, when they are dilutive for the calculation of weighted-average shares on a non-GAAP basis.
Assumed exchange of weighted-average LLC interests for shares of Class A common stock
Weighted-average of all outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. that are assumed to be exchanged for Dutch Bros Inc. Class A common stock.

Supplemental Reconciliations of U.S. GAAP Actuals to Non-GAAP Actuals
Following are the reconciliations of the most comparable GAAP financial measure to non-GAAP financial measure. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the reconciliations from U.S. GAAP to Non-GAAP measures should be carefully evaluated. Please refer to "Non-GAAP Financial Measures" in this press release for a detailed explanation of the adjustments made to the comparable U.S. GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands; unaudited)
 $ % $ % $ % $ %
Company-operated shops gross profit 123,301  24.2  92,552  24.3  209,083  22.3  164,050  23.2 
Depreciation and amortization 32,669  6.4  25,684  6.8  68,191  7.2  50,251  7.1 
Company-operated shops contribution 155,970  30.6  118,236  31.1  277,274  29.5  214,301  30.3 


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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands; unaudited)
 $ % $ % $ % $ %
Net income 51,605  9.4  38,357  9.2  75,269  7.4  60,837  7.9 
Depreciation and amortization 35,481  6.4  27,893  6.7  73,736  7.3  54,323  7.0 
Interest expense, net 7,038  1.3  7,076  1.8  14,258  1.4  14,191  1.9 
Income tax expense 12,623  2.3  7,243  1.7  15,964  1.6  8,702  1.1 
EBITDA 106,747  19.4  80,569  19.4  179,227  17.7  138,053  17.9 
Equity-based compensation 6,879  1.2  4,671  1.1  12,157  1.2  8,865  1.1 
Expenses associated with 2022 credit facility refinancing —  —  2,000  0.5  —  —  2,000  0.3 
Acquisition-related costs 309  0.1  —  — 
309  —  —  — 
TRAs remeasurements (437) (0.1) —  —  (437) —  —  — 
Organization realignment and restructurings 216  —  1,763  0.4  1,831  0.1  2,991  0.4 
Adjusted EBITDA 113,714  20.6  89,003  21.4  193,087  19.0  151,909  19.7 
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(dollars in thousands; unaudited)
 $ % $ % $ % $ %
Selling, general, and administrative 80,651  14.6  65,385  15.7  153,827  15.2  124,306  16.1 
Depreciation and amortization (1,656) (0.3) (817) (0.2) (3,086) (0.3) (1,219) (0.2)
Equity-based compensation (5,979) (1.0) (4,096) (1.0) (10,598) (1.2) (7,890) (0.9)
Acquisition-related costs (309) (0.1) —  — 
(309) —  —  — 
Organization realignment and restructurings (216) —  (1,763) (0.4) (1,831) (0.1) (2,991) (0.4)
Adjusted selling, general, and administrative 72,491  13.2  58,709  14.1  138,003  13.6  112,206  14.6 
Three Months Ended June 30, Six Months Ended June 30,
(in thousands; unaudited)
 2026 2025 2026 2025
Net income $ 51,605  $ 38,357  $ 75,269  $ 60,837 
Equity-based compensation 6,879  4,671  12,157  8,865 
Expenses associated with 2022 credit facility refinancing —  2,000  —  2,000 
Acquisition-related costs 309  —  309  — 
TRAs remeasurements (437) —  (437) — 
Organization realignment and restructuring 216  1,763  1,831  2,991 
Income tax effects (232) (1,280) (2,225) (4,381)
Adjusted net income $ 58,340  $ 45,511  $ 86,904  $ 70,312 

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Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts; unaudited) 2026 2025 2026 2025
Weighted-average shares of Class A common stock outstanding - basic 134,494  126,390  130,837  123,615 
Dilutive effects of restricted stock units 271  440  426  563 
Weighted-average shares of Class A common stock outstanding - diluted 134,765  126,830  131,263  124,178 
Assumed exchange of weighted-average Dutch Bros OpCo Class A common units for shares of Dutch Bros Inc. Class A common stock 43,248  51,086  46,844  53,766 
Adjusted fully exchanged weighted-average shares of common stock outstanding - diluted 178,013  177,916  178,107  177,944 
Net income per share of Class A common stock - diluted $ 0.28  $ 0.20  $ 0.41  $ 0.33 
Controlling and non-controlling interest adjustments 0.01  0.02  0.01  0.01 
Equity-based compensation 0.04  0.03  0.07  0.05 
Expenses associated with 2022 credit facility refinancing —  0.01  —  0.01 
Acquisition-related costs —  —  —  — 
TRAs remeasurements —  —  —  — 
Organization realignment and restructurings —  0.01  0.01  0.02 
Income tax effects —  (0.01) (0.01) (0.02)
Adjusted net income per fully exchanged share of diluted common stock $ 0.33  $ 0.26  $ 0.49  $ 0.40 

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For Investor Relations inquiries:
Neil Patel, CFA
(480) 447-2282
neil.patel@dutchbros.com
For Media Relations inquiries:
Erin Gray
(480) 382-7228
erin.gray@dutchbros.com

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