Dutch Bros Inc. (BROS)

CIK: 0001866581. SIC: 5810 Retail-Eating & Drinking Places. Latest 10-K as of: 2026-02-13.

SIC breadcrumb: Retail Trade > Eating And Drinking Places > SIC 5810 Retail-Eating & Drinking Places

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1866581. Latest filing source: 0001866581-26-000006.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001866581.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001866581.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001866581-26-000078.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Non-GAAP financial measures included herein are segment contribution. EBITDA, adjusted EBITDA, and adjusted selling, general and administrative.

Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

Section

Page

Overview

29

Impact of Global Events

29

Results of Operations

30

Key Performance Indicators

31

Company-operated Shops Results

33

Franchising and Other Segment Performance

35

Selling, General, and Administrative

35

Other Expense

35

Income Tax Expense

35

Liquidity and Capital Resources

36

Non-GAAP Financial Measures

37

Dutch Bros Inc.| Form 10-Q | 28

Table of Contents

Overview

Dutch Bros is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. Today, we believe that Dutch Bros is one of the fastest-growing brands in the quick service beverage industry in the United States.

Impact of Global Events

General Macroeconomic Uncertainties

As a retailer that is dependent upon consumer discretionary spending, our results of operations are sensitive to changes in macroeconomic conditions. Inflation or consumer recession concerns, coupled with a rise in the U.S. unemployment rate, may have a material adverse effect on our business, financial condition or results of operations. Our customers may have or in the future may have less money available for discretionary purchases and may reduce or stop purchasing our products.

On a macro level, conditions, including changes in tariffs, tax laws, interest rates, inflation, commodity costs, geopolitical conflicts, and significant weather events, have created significant uncertainty in the global economy. While we are not able to fully predict the potential impacts of these conditions, we do not currently believe any potential impacts of these macroeconomic conditions would be material to our business.

Minimum Wage Increases

We expect pressures from minimum wage increases to continue to affect our operating results in the foreseeable future. Several states that we operate in have increased their minimum wage requirements in recent years or have enacted increases that will go into effect 2026. While these pressures have impacted our operating results, we have taken measures to gradually increase our menu prices, adjust our Dutch Rewards loyalty program, and make operating adjustments that increase productivity to help offset them. Menu price increases may lead to decreases in consumer demand. We will continue to evaluate further pricing actions to protect our operating results, however, if there is a time lag between increasing costs and our ability to increase menu prices or take other action in response, or if we choose not to pass on the cost increases by increasing menu prices, our operating results could be negatively affected.

Dutch Bros Inc.| Form 10-Q | 29

Table of Contents

Results of Operations

As of March 31, 2026, we had 1,177 systemwide shops in 25 states, an increase of approximately 16.3% from the same period in the prior year. For the three months ended March 31, 2026, we generated $464.4 million of revenue, $23.7 million of net income, and $0.13 of income per diluted share. We have two reportable operating segments: Company-operated shops and Franchising and other.

2026 vs 2025

Increase in total shops

16.3 

%

Increase in total revenue

30.8 

%

Dutch Bros Inc.| Form 10-Q | 30

Table of Contents

Key Performance Indicators

The key performance indicators that we use to effectively manage and evaluate our business are as follows:

Three Months Ended March 31,

(dollars in thousands; unaudited)

2026

2025

Shop count, beginning of period

Company-operated

811 

670 

Franchised

325 

312 

Total shop count

1,136 

982 

Company-operated new openings

33 

25 

Franchised new openings

8 

5 

Shop count, end of period

Company-operated

844 

695 

Franchised

333 

317 

Total shop count

1,177 

1,012 

Systemwide AUV 1

$

2,160 

$

2,026 

Company-operated shops AUV 1

$

2,121 

$

1,950 

Systemwide same shop sales 1, 2

8.3 

%

4.7 

%

Ticket

3.2 

%

3.4 

%

Transactions

5.1 

%

1.3 

%

Company-operated same shop sales 1

10.6 

%

6.9 

%

Ticket

3.7 

%

3.2 

%

Transactions

6.9 

%

3.7 

%

Systemwide sales 2

$

609,559 

$

489,672 

Company-operated shops operating weeks 3

10,493 

8,737 

Franchising shops operating weeks 3

4,230 

4,011 

Dutch Rewards transactions as a percentage of total transactions 4

74 

%

72 

%

Dutch Bros Inc.| Form 10-Q | 31

Table of Contents

Three Months Ended March 31,

2026

2025

(dollars in thousands; unaudited)

$

%

$

%

Company-operated shops revenues

429,057 

100.0 

326,421 

100.0 

Company-operated shops gross profit

85,782 

20.0 

71,498 

21.9 

Company-operated shops contribution

121,304 

28.3 

96,065 

29.4 

Selling, general, and administrative expenses

73,176 

15.8 

58,921 

16.6 

Adjusted selling, general, and administrative expenses

65,512 

14.1 

53,497 

15.1 

Net income

23,664 

5.1 

22,480 

6.3 

Adjusted EBITDA

79,373 

17.1 

62,906 

17.7 

_________________

1    Starting 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 March 31,

(unaudited)

2026

2025

Systemwide shop base

950

794

Company-operated shops base

645

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 franchise partners. 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 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 period end date. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.

4    Dutch Rewards is our app-based digital loyalty program. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.

Dutch Bros Inc.| Form 10-Q | 32

Table of Contents

Company-operated Shops Results

Results for our company-operated shops segment were as follows:

Three Months Ended March 31,

2026

2025

(dollars in thousands; unaudited)

$

%

$

%

Company-operated shops revenues

429,057 

100.0 

326,421 

100.0 

Beverage, food, and packaging costs

112,322 

26.2 

81,379 

25.0 

Labor costs

112,305 

26.2 

89,439 

27.4 

Occupancy and other costs

76,785 

17.8 

53,927 

16.5 

Pre-opening costs

6,341 

1.5 

5,611 

1.7 

Depreciation and amortization

35,522 

8.3 

24,567 

7.5 

Company-operated shops costs and expenses

343,275 

80.0 

254,923 

78.1 

Company-operated shops gross profit

85,782 

20.0 

71,498 

21.9 

Company-operated shops contribution

121,304 

28.3 

96,065 

29.4 

Company-operated Shops Segment Performance

Company-operated Shops Revenue

Three Months Ended March 31,

(dollars in thousands; unaudited)

2026

2025

2026 v. 2025

Company-operated shops revenue

$429,057

$326,421

$102,636

31.4%

Three Months Ended March 31, 2026 v. 2025

Company-operated shops revenue increased $70.3 million from newly opened shops not yet in the comparable shop base and $32.3 million from a 10.6% increase in same shop sales.

Beverage, Food, and Packaging Costs

Three Months Ended March 31,

(dollars in thousands; unaudited)

2026

2025

2026 v. 2025

Beverage, food and packaging costs

$112,322

$81,379

$30,943

38.0%

As a percentage of company-operated shops revenues

26.2%

25.0%

N/A

120 bps

Three Months Ended March 31, 2026 v. 2025

As a percentage of company-operated shops revenues, beverage, food and packaging costs increased by 120 basis points. This was primarily due to an increase in coffee costs and the costs associated with the expansion of our new food program, which have higher costs as a percentage of revenue compared to beverages.

Labor Costs

Three Months Ended March 31,

(dollars in thousands; unaudited)

2026

2025

2026 v. 2025

Labor costs

$112,305

$89,439

$22,866

25.6%

As a percentage of company-operated shops revenues

26.2%

27.4%

N/A

(120) bps

Dutch Bros Inc.| Form 10-Q | 33

Table of Contents

Three Months Ended March 31, 2026 v. 2025

As a percentage of company-operated shops revenues, labor costs decreased by 120 basis points primarily due to sales leverage and the impact of pricing.

Occupancy and Other Costs

Three Months Ended March 31,

(dollars in thousands; unaudited)

2026

2025

2026 v. 2025

Occupancy and other costs

$76,785

$53,927

$22,858

42.4%

As a percentage of company-operated shops revenues

17.8%

16.5%

N/A

130 bps

Three Months Ended March 31, 2026 v. 2025

As a percentage of company-operated shops revenues, occupancy and other costs increased by 130 basis points. This increase was primarily due to higher rent on new shops as we shift more of our portfolio to build-to-suit leases and higher repair and maintenance costs.

Pre-opening Costs

Three Months Ended March 31,

(dollars in thousands; unaudited)

2026

2025

2026 v. 2025

Pre-opening costs

$6,341

$5,611

$730

13.0%

As a percentage of company-operated shops revenues

1.5%

1.7%

N/A

(20) bps

New company-operated shops opened

33

25

8

32.0%

Pre-opening costs per new company-operated shop

$192

$224

$(32)

(14.3)%

Three Months Ended March 31, 2026 v. 2025

The increase in pre-opening costs was primarily driven by increased travel for setup and training teams, and lease expense related to unopened shops in the current period as compared to the prior period.

Depreciation and Amortization

Three Months Ended March 31,

(dollars in thousands; unaudited)

2026

2025

2026 v. 2025

Depreciation and amortization

$35,522

$24,567

$10,955

44.6%

As a percentag

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-13. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements and the related notes included elsewhere in this Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this document includes forward looking statements that involve risks, uncertainties, and assumptions. You should carefully read the “Forward-Looking Statements” and “Risk Factors” sections of this Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-K. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. Further, the section of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 13, 2025.

Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Non-GAAP financial measures included herein are segment contribution. EBITDA, adjusted EBITDA, and adjusted selling, general and administrative.

Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

Section

Page

Overview

76

Impact of Global Events

76

Results of Operations

77

Key Performance Indicators

78

Company-operated Shops Results

80

Franchising and Other Segment Performance

82

Selling, General, and Administrative

82

Other Expense

83

Income Tax Expense

83

Liquidity and Capital Resources

83

Non-GAAP Financial Measures

88

Dutch Bros Inc.| Form 10-K | 75

Table of Contents

Overview

Dutch Bros is a high growth operator and franchisor of drive-thru shops that focus on serving high QUALITY, hand-crafted beverages with unparalleled SPEED and superior SERVICE. Founded in 1992 by brothers Dane and Travis Boersma, Dutch Bros began with a double-head espresso machine and a pushcart in Grants Pass, Oregon. Today, we believe that Dutch Bros is one of the fastest-growing brands in the quick service beverage industry in the United States.

Impact of Global Events

General Macroeconomic Uncertainties

As a retailer that is dependent upon consumer discretionary spending, our results of operations are sensitive to changes in macroeconomic conditions. Inflation or consumer recession concerns, coupled with a rise in the U.S. unemployment rate, may have a material adverse effect on our business, financial condition or results of operations. Our customers may have or in the future may have less money available for discretionary purchases and may reduce or stop purchasing our products.

On a macro level, conditions, including changes in tariffs, tax laws, interest rates, inflation, commodity costs, geopolitical conflicts, and significant weather events, have created significant uncertainty in the global economy. While we are not able to fully predict the potential impacts of these conditions, we do not currently believe any potential impacts of these macroeconomic conditions would be material to our business.

Minimum Wage Increases

We expect pressures from minimum wage increases to continue to affect our operating results in the foreseeable future. Several states that we operate in have increased their minimum wage requirements in 2024 and 2025. While these pressures have impacted our operating results, we have taken measures to gradually increase our menu prices, adjust our Dutch Rewards loyalty program, and make operating adjustments that increase productivity to help offset them. Menu price increases may lead to decreases in consumer demand. We will continue to evaluate further pricing actions to protect our operating results, however, if there is a time lag between increasing costs and our ability to increase menu prices or take other action in response, or if we choose not to pass on the cost increases by increasing menu prices, our operating results could be negatively affected.

Dutch Bros Inc.| Form 10-K | 76

Table of Contents

Results of Operations

As of December 31, 2025, we had 1,136 systemwide shops in 25 states, an increase of approximately 15.7% from the same period in the prior year. For the year ended December 31, 2025, we generated $1.6 billion of revenue, $117.3 million of net income, and $0.64 of income per diluted share. We have two reportable operating segments: Company-operated shops and Franchising and other.

2025 vs 2024

2024 vs 2023

Increase in total shops

15.7 

%

18.2 

%

Increase in total revenue

27.9 

%

32.6 

%

Dutch Bros Inc.| Form 10-K | 77

Table of Contents

Key Performance Indicators

The key performance indicators that we use to effectively manage and evaluate our business are as follows:

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

Shop count, beginning of period

Company-operated

670

542

396

Franchised

312

289

275

Total shop count

982

831

671

Company-operated new openings

141

128

146

Franchised new openings

13

23

13

Re-openings 1

—

—

1

Shop count, end of period

Company-operated

811

670

542

Franchised

325

312

289

Total shop count

1,136

982

831

Systemwide AUV 2

$

2,115

$

2,018

$

1,973

Company-operated shops AUV 2

$

2,061

$

1,933

$

1,902

Systemwide same shop sales 3, 4

5.6 

%

5.3 

%

2.8 

%

Ticket

2.4 

%

5.4 

%

7.3 

%

Transactions

3.2 

%

(0.1)

%

(4.5)

%

Company-operated same shop sales 3

7.4 

%

6.8 

%

1.5 

%

Ticket

2.0 

%

5.3 

%

7.2 

%

Transactions

5.4 

%

1.5 

%

(5.7)

%

Systemwide sales 4

$

2,223,576

$

1,819,018

$

1,444,433

Company-operated shops operating weeks 5

37,667

31,708

24,395

Franchising shops operating weeks 5

16,527

15,579

14,624

Dutch Rewards transactions as a percentage of total transactions 6

72 

%

68 

%

65 

%

Dutch Bros Inc.| Form 10-K | 78

Table of Contents

Year Ended December 31,

2025

2024

2023

(dollars in thousands; unaudited)

$

%

$

%

$

%

Company-operated shops revenues

1,509,329 

100.0 

1,165,830 

100.0 

857,939 

100.0 

Company-operated shops gross profit

330,389 

21.9 

259,959 

22.3 

180,235 

21.0 

Company-operated shops contribution

436,605 

28.9 

346,768 

29.7 

242,323 

28.2 

Selling, general, and administrative expenses

262,766 

16.0 

234,036 

18.3 

205,074 

21.2 

Adjusted selling, general, and administrative expenses

235,262 

14.4 

202,720 

15.8 

159,101 

16.5 

Net income

117,275 

7.2 

66,450 

5.2 

9,952 

1.0 

Adjusted EBITDA

302,554 

18.5 

230,283 

18.0 

160,062 

16.6 

_________________

1    Re-opening of a shop that was temporarily closed in 2021.

2    AUVs are determined based on the net sales for any trailing twelve-month period for systemwide and company-operated shops that have been open a minimum of 15 months. 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 and future expectations of mature locations.

3    Same shop sales represents the estimated percentage change in year-over-year sales, for the comparable shop base, which we define as shops open for 15 complete months or longer as of the first day of the reporting period. Same shop sales can be impacted by changes in customer transaction counts and by changes in the per-ticket amounts. Management uses these metrics as an indicator of shop growth 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.

Year Ended December 31,

(unaudited)

2025

2024

2023

Systemwide shop base

794

641

503

Company-operated shops base

510

370

246

4    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 franchise partners. 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 GAAP. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.

5    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 period end date. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.

6    Dutch Rewards is our app-based digital loyalty program. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.

Dutch Bros Inc.| Form 10-K | 79

Table of Contents

Company-operated Shops Results

Results for our company-operated shops segment were as follows:

Year Ended December 31,

2025

2024

2023

(dollars in thousands; unaudited)

$

%

$

%

$

%

Company-operated shops revenues

1,509,329 

100.0 

1,165,830 

100.0 

857,939 

100.0 

Beverage, food, and packaging costs

390,331 

25.9 

296,752 

25.5 

230,133 

26.9 

Labor costs

405,932 

26.9 

315,805 

27.1 

230,505 

26.9 

Occupancy and other costs

251,106 

16.6 

191,372 

16.4 

140,895 

16.4 

Pre-opening costs

25,355 

1.7 

15,133 

1.3 

14,083 

1.6 

Depreciation and amortization

106,216 

7.0 

86,809 

7.4 

62,088 

7.2 

Company-operated shops costs and expenses

1,178,940 

78.1 

905,871 

77.7 

677,704 

79.0 

Company-operated shops gross profit

330,389 

21.9 

259,959 

22.3 

180,235 

21.0 

Company-operated shops contribution

436,605 

28.9 

346,768 

29.7 

242,323 

28.2 

Company-operated Shops Segment Performance

Company-operated Shops Revenue

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Company-operated shops revenue

$1,509,329

$1,165,830

$857,939

$343,499

29.5%

$307,891

35.9%

Year Ended December 31, 2025 v. 2024

Company-operated shops revenue increased $268.8 million from newly opened shops not yet in the comparable shop base and $74.6 million from a 7.4% increase in same shop sales.

Beverage, Food, and Packaging Costs

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Beverage, food and packaging costs

$390,331

$296,752

$230,133

$93,579

31.5%

$66,619

28.9%

As a percentage of company-operated shops revenues

25.9%

25.5%

26.9%

N/A

40 bps

N/A

(140) bps

Year Ended December 31, 2025 v. 2024

As a percentage of company-operated shops revenues, beverage, food and packaging costs increased by 40 basis points. This was primarily due to a 90 basis points increase in coffee costs, partially offset by impact of pricing on the comparable shop base.

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Labor Costs

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Labor costs

$405,932

$315,805

$230,505

$90,127

28.5%

$85,300

37.0%

As a percentage of company-operated shops revenues

26.9%

27.1%

26.9%

N/A

(20) bps

N/A

20 bps

Year Ended December 31, 2025 v. 2024

As a percentage of company-operated shops revenues, labor costs decreased by 20 basis points. This was primarily due to the impact of pricing and sales leverage, partially offset by increased wages.

Occupancy and Other Costs

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Occupancy and other costs

$251,106

$191,372

$140,895

$59,734

31.2%

$50,477

35.8%

As a percentage of company-operated shops revenues

16.6%

16.4%

16.4%

N/A

20 bps

N/A

— bps

Year Ended December 31, 2025 v. 2024

As a percentage of company-operated shops revenues, occupancy and other costs increased by 20 basis points. These increases were primarily due to the impact of occupancy rates from new shops as we shift our lease types to a greater proportion of build-to-suit lease agreements, partially offset by leverage.

Pre-opening Costs

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Pre-opening costs

$25,355

$15,133

$14,083

$10,222

67.5%

$1,050

7.5%

As a percentage of company-operated shops revenues

1.7%

1.3%

1.6%

N/A

40 bps

N/A

(30) bps

New company-operated shops opened

141

128

146

13

10.2%

(18)

(12.3)%

Pre-opening costs per new company-operated shop

$180

$118

$96

$62

52.5%

$22

22.9%

Year Ended December 31, 2025 v. 2024

The increase in pre-opening costs was primarily driven by increased travel for setup and training teams, and lease expense related to unopened shops, in the year ended December 31, 2025 as compared to the same period in 2024.

Depreciation and Amortization

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Depreciation and amortization

$106,216

$86,809

$62,088

$19,407

22.4%

$24,721

39.8%

As a percentage of company-operated shops revenues

7.0%

7.4%

7.2%

N/A

(40) bps

N/A

20 bps

Year Ended December 31, 2025 v. 2024

The increase in depreciation and amortization was primarily driven by the increase in the number of company-operated shops in the current period compared to the prior period.

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Company-operated Shops Gross Profit and Contribution

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Company-operated shops gross profit

$330,389

$259,959

$180,235

$70,430

27.1%

$79,724

44.2%

As a percentage of company-operated shops revenues

21.9%

22.3%

21.0%

N/A

(40) bps

N/A

130 bps

Company-operated shops contribution

$436,605

$346,768

$242,323

$89,837

25.9%

$104,445

43.1%

As a percentage of company-operated shops revenues

28.9%

29.7%

28.2%

N/A

(80) bps

N/A

150 bps

Year Ended December 31, 2025 v. 2024

The company-operated shops gross profit margin decreased by 40 basis points. This was primarily driven by increased coffee costs and labor costs partially offset by pricing and leverage from increased sales in the comparable shop base.

Franchising and Other Segment Performance

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Franchising and other revenue

$128,830

$115,185

$107,837

$13,645

11.8%

$7,348

6.8%

Franchising and other gross profit

$93,557

$80,170

$71,061

$13,387

16.7%

$9,109

12.8%

As a percentage of franchising and other revenue

72.6%

69.6%

65.9%

N/A

300 bps

N/A

370 bps

Year Ended December 31, 2025 v. 2024

The franchising and other gross profit increase of $13.4 million was driven by products sold to franchisees (net of costs and adjustments), royalties and marketing fees generated from higher franchise partner sales.

Selling, General, and Administrative

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Selling, general, and administrative

$262,766

$234,036

$205,074

$28,730

12.3%

$28,962

14.1%

As a percentage of total revenues

16.0%

18.3%

21.2%

N/A

(230) bps

N/A

N/M

Year Ended December 31, 2025 v. 2024

The selling, general, and administrative increase of approximately $28.7 million was primarily driven by increased expenses of $24.7 million consisting of investments in human capital to support our revenue growth and higher performance-based compensation; an increase of $9.9 million related to professional fees and technology services to support our growing business; and $5.3 million of higher equity-based compensation. These increases were partially offset by lower realignment and restructuring charges of $9.7 million and lower nonrecurring equity offering expenses of $1.5 million.

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Other Expense

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Interest expense on finance leases

$

(23,289)

$

(22,053)

$

(17,516)

$

(1,236)

5.6%

$

(4,537)

25.9%

Other interest expense, net

(5,016)

(4,967)

(14,805)

(49)

1.0%

9,838 

(66.5)%

Interest expense, net

$

(28,305)

$

(27,020)

$

(32,321)

$

(1,285)

4.8%

$

5,301 

(16.4)%

Other income

2,748 

5,812 

3,018 

(3,064)

(52.7)%

2,794 

92.6%

Total other expense

$

(25,557)

$

(21,208)

$

(29,303)

$

(4,349)

20.5%

$

8,095 

(27.6)%

Year Ended December 31, 2025 v. 2024

The increase in total other expense was primarily driven by expenses associated with our credit facility refinance in May 2025 (see NOTE 9 — Debt for additional details), and a prior year non-recurring gain on sale of the Company airplane, hangar and related equipment to our Co-Founder.

Income Tax Expense

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Income tax expense

$18,348

$18,435

$6,967

$(87)

(0.5)%

$11,468

164.6%

Effective tax rate

13.5%

21.7%

41.2%

N/A

N/A

N/A

N/M

Year Ended December 31, 2025 v. 2024

The decrease in the effective tax rate to 13.5% from 21.7% in the same period in 2024 is due to tax deductions related to stock-based compensation, as well as the impact of changes in state rates and apportionment of deferred taxes.

See NOTE 12 — Income Taxes for additional details.

Liquidity and Capital Resources

Cash Overview

We had cash and cash equivalents of $269.4 million and $293.4 million as of December 31, 2025 and December 31, 2024, respectively.

For the year ended December 31, 2025, our principal sources of liquidity were cash flows from operations. Our principal uses of liquidity for the year ended December 31, 2025 were to pay off our prior credit facility, fund our new shop builds and other working capital needs.

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Cash Flows

The following table summarizes our cash flows for the periods presented:

Year Ended December 31,

(dollars in thousands; unaudited)

2025

2024

2023

2025 v. 2024

2024 v 2023

Net cash provided by operating activities

$

295,545 

$

246,432 

$

139,915 

$

49,113 

19.9%

$

106,517 

76.1%

Net cash used in investing activities

(241,068)

(212,072)

(227,280)

(28,996)

13.7%

15,208 

(6.7)%

Net cash provided by (used in) financing activities

(78,427)

125,449 

200,732 

(203,876)

(162.5)%

(75,283)

(37.5)%

Net increase (decrease) in cash and cash equivalents

$

(23,950)

$

159,809 

$

113,367 

$

(183,759)

(115.0)%

$

46,442 

41.0%

Cash and cash equivalents at beginning of period

293,354 

133,545 

20,178 

159,809 

119.7%

113,367 

561.8%

Cash and cash equivalents at end of period

$

269,404 

$

293,354 

$

133,545 

$

(23,950)

(8.2)%

$

159,809 

119.7%

Operating Activities

The increase in operating activities cash flows was primarily driven by higher net income as a result of year-over-year sales growth and leverage of selling, general and administrative costs.

Investing Activities

The slight increase in investing activities cash outflows was primarily driven by higher investment in capital expenditures due to new company-operated shops openings in the current period compared to the same period in the prior year, partially offset by lower proceeds from disposal of fixed assets.

Financing Activities

The decrease in financing activities cash flows was primarily driven by the net payoff of our 2022 Credit Facility, partially offset by proceeds from our 2025 Credit Facility, resulting in a net reduction of outstanding debt.

Cash Requirements

We believe that cash provided by operating activities and proceeds from our 2025 Credit Facility are adequate to fund our debt service requirements, lease obligations, cash distributions required by the OpCo LLC Agreement and the TRAs, and working capital obligations for at least the next 12 months.

Our future capital requirements may vary materially from period to period and will depend on many factors, primarily our expansion and growth by opening additional company-operated shops and/or reacquiring existing franchised shops. Further, the payments that we may be required to make under the TRAs may be significant. We currently expect to fund our current and long-term material capital requirements with operating cash flows and, as needed, additional proceeds from our 2025 Credit Facility, but we may also seek additional debt or equity financing. From time to time, we may explore additional financing sources which could include equity, equity‑linked, and debt financing arrangements.

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Other than operating expenses, our cash requirements for 2026 are expected to consist primarily of capital expenditures for investments in our new and existing shops, and our corporate facilities. The total capital expenditures for 2026 are estimated to be approximately $270 million to $290 million.

Our current and long-term material cash requirements as of December 31, 2025, primarily include the following:

•Debt Obligations: Refer to NOTE 9 — Debt, of the notes to the consolidated financial statements, included elsewhere in this Form 10-K, for further information of our obligations and the timing of expected payments.

•Operating and Finance Leases: Refer to NOTE 8 — Leases, of the notes to the consolidated financial statements, included elsewhere in this Form 10-K, for further information of our obligations and the timing of expected payments.

•Purchase Obligations: include all legally binding contracts, including firm minimum commitments for inventory purchases, commitments for the purchase, construction or remodeling of real estate facilities, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. As of December 31, 2025, purchase obligations were approximately $370 million, of which substantially all are expected to be paid within one to two years.

•TRAs Obligations: Refer to NOTE 11 — Tax Receivable Agreements and NOTE 16 — Commitments and Contingencies, of the notes to the consolidated financial statements, included elsewhere in this Form 10-K, for further information of our obligations.

Credit Facility

JPMorgan Credit Facility

On May 29, 2025 (the Effective Date), we amended and restated our existing $650 million senior secured credit facility, dated February 28, 2022 (as previously amended, the 2022 Credit Facility), with JPMorgan Chase Bank, N.A. as administrative agent and other financial institutions as the lenders party thereto (the 2025 Credit Facility). The 2025 Credit Facility consists of a $500 million revolving credit facility and a term loan facility of up to $150 million. The 2025 Credit Facility also includes sublimits for letters of credit and swingline loans of up to $100 million and $20 million, respectively. The 2025 Credit Facility expires on May 29, 2030 (the Maturity Date). It also contains an option allowing the Loan Parties to increase the size of the 2025 Credit Facility by up to an additional (i) $230 million or (ii) 80% of EBITDAR, whichever is greater, with the agreement of the Administrative Agent and the applicable lenders party thereto.

On the Effective Date, we drew the full $150 million in term loan and $50 million in revolving loans under the 2025 Credit Facility, and all outstanding debt under the 2022 Credit Facility was repaid.

Interest on borrowings under the 2025 Credit Facility is based on (i) the Alternate Base Rate plus an applicable margin, or (ii) the Term SOFR Rate plus an applicable margin (each as defined in the 2025 Credit Facility), and is payable in accordance with the selected interest rate period and upon maturity. Principal payments for the term loans are required on a quarterly basis in accordance with an amortization schedule up through and including the Maturity Date.

Obligations under the 2025 Credit Facility are guaranteed by Dutch Bros OpCo and certain of its subsidiaries, and secured by a first priority perfected security interest in substantially all of the assets of the guarantors.

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Interest Rate Swap Contract

We have an interest rate swap with JPMorgan Chase Bank, N.A. As of December 31, 2025, the interest rate swap had a notional amount of approximately $59 million and hedges interest rate risk on the term loan under the 2025 Credit Facility. The purpose of the floating-to-fixed interest rate swap is to fix the interest base rate charged on the term loan at 2.67% for the notional amount. The interest rate swap matures on February 28, 2027.

The amendment to our credit facility had no impact on our interest rate swap contract.

See NOTE 9 — Debt and NOTE 10 — Derivative Financial Instrument for additional details related to our 2025 Credit Facility and interest rate swap contract.

Critical Accounting Estimates

The methods, assumptions, and estimates that we use in applying our accounting policies may require us to apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if: (1) we must make assumptions that were uncertain when the judgment was made, and (2) changes in the estimate assumptions, or selection of a different estimate methodology, could have a significant impact on our financial position and the results that we report in our consolidated financial statements. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made.

Refer to NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies within the consolidated financial statements, included elsewhere in this Form 10-K, for further information on our critical accounting estimates and policies, which are as follows:

Leases

At the commencement of each lease, we evaluate the lease agreement to determine whether it is an operating or finance lease. The evaluation requires significant judgments in determining the fair value of the lease right-of-use asset and the lease liability and appropriate lease terms.

Our lease agreements generally do not provide an implicit interest rate; as such, the discount rate used to measure the initial lease liability is equal to the rate the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Management uses a specialist to determine the discount rate, which is subject to fluctuation based on market interest rates and our credit risk profile.

We also estimate the lease term at commencement. The lease term commences on the date when we take possession of the leased property. To determine the length of the lease term at inception, we consider both termination and renewal option periods available. Reasonably certain renewal periods are included in the lease term at commencement.

Variations in judgment applied to these estimates could result in material differences such as the following:

• Lease expenses, including rent, depreciation and amortization

• Present value of lease right-of-use assets and lease liabilities

• Reasonably certain lease term

See NOTE 8 — Leases for further details.

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Income Taxes

In determining the provision for income taxes, we make estimates and judgments which affect our evaluation of the carrying value of our deferred tax assets as well as our calculation of certain tax liabilities. We evaluate the carrying value of our deferred tax assets on a quarterly basis. In completing this evaluation, we consider all available positive and negative evidence. Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, expectations for future pre-tax operating income, the time period over which our temporary differences will reverse, and the implementation of feasible and prudent tax planning strategies. Estimating future taxable income is inherently uncertain and requires judgment.

Our expense/(benefit) for income taxes, deferred tax assets and liabilities including valuation allowance requires the use of estimates based on our management’s interpretation and application of complex tax laws and accounting guidance.

Deferred taxes are recorded using the asset and liability method, whereby tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We regularly evaluate the valuation allowances established for deferred tax assets for which future realization is uncertain. In assessing the realizability of deferred tax assets, we consider both positive and negative evidence, including scheduled reversals of deferred tax assets and liabilities, projected future taxable income, tax planning strategies and results of recent operations. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded. See NOTE 12 — Income Taxes for further details.

Tax Receivable Agreements

In connection with our IPO, we entered into two TRAs with the Continuing Members and Pre-IPO Blocker Holders. The TRAs generally provide for us to pay the Continuing Members and Pre-IPO Blocker Holders 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize or are deemed to realize in certain circumstances. We will retain the benefit of the remaining 15% of these net cash savings. As of December 31, 2025, we recognized $821.0 million of liabilities relating to our obligations under the TRAs.

Changes in the projected TRAs liability resulting from these tax benefit arrangements may occur based on changes in anticipated future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and impact the expected future tax benefits to be received by the Company. Estimating future taxable income is a key input in calculating the TRAs liability, and is inherently uncertain and requires judgment. Changes in assumptions regarding future taxable income, including the application of valuation allowances on related deferred tax assets, could result in a material increase or decrease in the TRA liability in future periods. In projecting future taxable income, we consider our historical results and incorporate certain assumptions. See NOTE 11 — Tax Receivable Agreements for further details.

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Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with GAAP, this document 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 GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated.

Segment contribution

Definition and/or calculation

Segment gross profit, before 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

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, excluding equity-based compensation, expenses associated with equity offerings, expenses associated with credit facility refinancing, executives transitions costs, (gain) loss on the remeasurement of the liability related to the TRAs, sale of Aircraft, 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

Definition and/or calculation

Selling, general, and administrative expenses, excluding depreciation and amortization, equity-based compensation expense, expenses associated with equity offerings, executive transitions costs, and organization realignment and restructurings costs.

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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.

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 RSAs, RSUs and PSUs, in Dutch Bros Inc. to certain eligible employees.

Expenses associated with equity offerings

Costs incurred as a result of our equity offerings, including secondary offerings by our Sponsor. These costs include, but are not limited to, legal fees, consulting fees, tax fees, and accounting fees.

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.

Executive transitions

Employee severance and related benefit costs, as well as sign-on bonus(es) for several executive-level transitions occurring in 2022 and 2023, and amortized through the first quarter of 2024.

TRAs remeasurements

(Gain) loss impacts related to adjustments of our TRAs liabilities.

Sale of Aircraft

Gain impact related to the sale of the Company airplane, hangar and related equipment to our Co-Founder.

Organization realignment and restructurings

Fees and costs, including consulting, employee-related and other costs, in connection with our comprehensive initiatives to develop and implement a long-term strategy involving changes to our organizational structure to support our growth. Our 2024 initiative resulted in realignment activities that occurred in 2023, and restructuring activities to expand our support center operations in Phoenix, Arizona including the build out and move into our new office, that commenced in 2024, and were substantially completed in March 2025. The activities related to our 2025 initiative, which commenced in May 2025 and are expected to continue through the first half of 2026, primarily relate to relocation and streamlining of our remaining back-office operations to our new Phoenix, Arizona corporate headquarters. Given the magnitude and scope of these strategic initiatives, we do not expect such costs will recur in the foreseeable future, and do not consider such expenditures reflective of the ongoing expenses necessary to operate our business. See NOTE 4 — Organization Realignment and Restructurings for detailed information.

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The following are reconciliations of the most comparable GAAP metric to non-GAAP metrics (presented in dollars and as a percentage of revenue):

Year Ended December 31,

2025

2024

2023

(dollars in thousands; unaudited)

$

%

$

%

$

%

Company-operated shops gross profit

330,389 

21.9 

259,959 

22.3 

180,235 

21.0 

Depreciation and amortization

106,216 

7.0 

86,809 

7.4 

62,088 

7.2 

Company-operated shops contribution

436,605 

28.9 

346,768 

29.7 

242,323 

28.2 

Year Ended December 31,

2025

2024

2023

(dollars in thousands; unaudited)

$

%

$

%

$

%

Franchising and other gross profit

93,557 

72.6 

80,170 

69.6 

71,061 

65.9 

Depreciation and amortization

5,537 

4.3 

4,915 

4.3 

5,398 

5.0 

Franchising and other contribution

99,094 

76.9 

85,085 

73.9 

76,459 

70.9 

Year Ended December 31,

2025

2024

2023

(dollars in thousands; unaudited)

$

%

$

%

$

%

Net income

117,275 

7.2 

66,450 

5.2 

9,952 

1.0 

Depreciation and amortization

115,133 

7.0 

93,005 

7.3 

69,135 

7.2 

Interest expense, net

28,305 

1.7 

27,020 

2.1 

32,321 

3.3 

Income tax expense

18,348 

1.1 

18,435 

1.4 

6,967 

0.8 

EBITDA

279,061 

17.0 

204,910 

16.0 

118,375 

12.3 

Equity-based compensation

18,022 

1.2 

11,482 

0.9 

39,222 

4.1 

Expenses associated with equity offerings

— 

— 

1,489 

0.1 

— 

— 

Expenses associated with 2022 credit facility refinancing

2,000 

0.1 

— 

— 

— 

— 

Executive transitions

— 

— 

75 

— 

1,000 

0.1 

TRAs remeasurement

(4,767)

(0.3)

(4,247)

(0.3)

(2,638)

(0.3)

Legal proceedings

— 

— 

— 

— 

1,950 

0.2 

Sale of Aircraft

— 

— 

(1,302)

(0.1)

— 

— 

Organization realignment and restructurings:

Consulting

— 

— 

— 

— 

2,153 

0.2 

Employee-related costs

7,607 

0.5 

15,549 

1.2 

— 

— 

Other costs

631 

— 

2,327 

0.2 

— 

— 

Total organization realignment and restructurings

8,238 

0.5 

17,876 

1.4 

2,153 

0.2 

Adjusted EBITDA

302,554 

18.5 

230,283 

18.0 

160,062 

16.6 

Dutch Bros Inc.| Form 10-K | 90

Table of Contents

Year Ended December 31,

2025

2024

2023

(dollars in thousands; unaudited)

$

%

$

%

$

%

Selling, general, and administrative

262,766 

16.0 

234,036 

18.3 

205,074 

21.2 

Depreciation and amortization

(3,380)

(0.2)

(1,281)

(0.2)

(1,648)

(0.2)

Equity-based compensation

(15,886)

(0.9)

(10,595)

(0.8)

(39,222)

(4.0)

Expenses associated with equity offerings

— 

— 

(1,489)

(0.1)

— 

— 

Executives transition

— 

— 

(75)

— 

(1,000)

(0.1)

Legal proceedings

— 

— 

— 

— 

(1,950)

(0.2)

Organization realignment and restructurings:

Consulting

— 

— 

— 

— 

(2,153)

(0.2)

Employee-related costs

(7,607)

(0.5)

(15,549)

(1.2)

— 

— 

Other costs

(631)

— 

(2,327)

(0.2)

— 

— 

Total organization realignment and restructurings

(8,238)

(0.5)

(17,876)

(1.4)

(2,153)

(0.2)

Adjusted selling, general, and administrative

235,262 

14.4 

202,720 

15.8 

159,101 

16.5 

Dutch Bros Inc.| Form 10-K | 91

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