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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 8)*
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Dutch Bros Inc. (Name of Issuer) |
Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Travis Boersma | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
45,180,896.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For additional information regarding rows 5 through 11, see Exhibit 99.1 hereto.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
DMI Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
713,090.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: For additional information regarding rows 5 through 11, see Exhibit 99.1 hereto.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
DM Trust Aggregator, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,185,390.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: For additional information regarding rows 5 through 11, see Exhibit 99.1 hereto.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
DM Individual Aggregator, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,282,416.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: For additional information regarding rows 5 through 11, see Exhibit 99.1 hereto.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Dutch Bros Inc. | |
| (b) | Address of issuer's principal executive offices:
1930 W. Rio Salado Pkwy, Tempe, Arizona, 85281 | |
| Item 2. | ||
| (a) | Name of person filing:
The persons filing this statement are Travis Boersma, DM Trust Aggregator, LLC, DM Individual Aggregator, LLC, and DMI Holdco, LLC. Together, Travis Boersma, DM Trust Aggregator, LLC, DM Individual Aggregator, LLC, and DMI Holdco, LLC are the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
c/o Dutch Bros Inc.
1930 W. Rio Salado Pkwy
Tempe, AZ, 85281 | |
| (c) | Citizenship:
Travis Boersma is a United States citizen.
DM Trust Aggregator, LLC is a Delaware limited liability company.
DM Individual Aggregator, LLC is a Delaware limited liability company.
DMI Holdco, LLC, is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.00001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Exhibit 99.1 hereto. | |
| (b) | Percent of class:
See Exhibit 99.1 hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Exhibit 99.1 hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Exhibit 99.1 hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Exhibit 99.1 hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Exhibit 99.1 hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Additional Information
Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed with the SEC by the Reporting Persons on February 11, 2022)
Power of Attorney (incorporated herein by reference to Exhibit 99.2 to the Schedule 13G/A filed with the SEC by the Reporting Persons on February 14, 2024) |
Exhibit 99.1
Reporting Person: Travis Boersma
Numbers presented in rows 5 through 9 consist of (i)(x) 454,849 Class A common units (“Class A Common Units”) of Dutch Mafia, LLC, a Delaware limited liability company and the operating company of the Issuer (“Dutch Mafia”) (paired with an equal number of shares of Class B common stock of the Issuer (“Class B Common Stock,” and such Class A Common Units paired with shares of Class B Common Stock, “Paired Units”)), which are convertible into shares of Class A common stock of the Issuer (“Class A Common Stock”) upon the corresponding surrender and cancellation of an equal number of shares of Class B Common Stock, held by DMI Holdco, LLC, a Delaware limited liability company (“DMI Holdco”), and (y) 258,241 Class A Common Units (such Class A Units were previously paired with an equal number of shares of Class B Common Stock, which were transferred and surrendered to the Issuer for no consideration pursuant to that certain Share Surrender Agreement, dated May 16, 2024 (such Class A Common Units that are not paired with shares of Class B Common Stock, “Decoupled Units”)), which are convertible into shares of Class A Common Stock, held by DMI Holdco; (ii)(x) 4,514,630 shares of Class A Common Stock held by DM Trust Aggregator, LLC, a Delaware limited liability company (“DM Trust Aggregator”), (y) 20,579,218 Paired Units, which are convertible into shares of Class A Common Stock upon the corresponding surrender and cancellation of an equal number of shares of Class B Common Stock, held by DM Trust Aggregator, and (z) 2,091,542 Decoupled Units, which are convertible into shares of Class A Common Stock, held by DM Trust Aggregator; and (iii)(x) 2,410,800 shares of Class A Common Stock held by DM Individual Aggregator, LLC, a Delaware limited liability company (“DM Individual Aggregator”), (y) 14,143,857 Paired Units, which are convertible into shares of Class A Common Stock upon the corresponding surrender and cancellation of an equal number of shares of Class B Common Stock, held by DM Individual Aggregator, and (z) 727,759 Decoupled Units, which are convertible into shares of Class A Common Stock, held by DM Individual Aggregator, for which Travis Boersma is deemed to have the power to direct the disposition and vote of the shares.
The percentage presented in row 11 is calculated based on 137,940,798 shares of Class A Common Stock outstanding as of July 31, 2026 and assumes the conversion of (i) 35,177,924 Paired Units into 35,177,924 shares of Class A Common Stock and the corresponding surrender and cancellation of 35,177,924 shares of Class B Common Stock and (ii) 3,077,542 Decoupled Units into 3,077,542 shares of Class A Common Stock.
Reporting Person: DMI Holdco, LLC
Numbers presented in rows 5 through 9 consist of (x) 454,849 Paired Units, which are convertible into shares of Class A Common Stock upon the corresponding surrender and cancellation of 454,849 shares of Class B Common Stock, and (y) 258,241 Decoupled Units, which are convertible into shares of Class A Common Stock.
The percentage presented in row 11 is calculated based on 137,940,798 shares of Class A Common Stock outstanding as of July 31, 2026 and assumes the conversion of (x) 454,849 Paired Units into 454,849 shares of Class A Common Stock and the corresponding surrender and cancellation of 454,849 shares of Class B Common Stock and (y) 258,241 Decoupled Units into 258,241 shares of Class A Common Stock.
Reporting Person: DM Trust Aggregator, LLC
Numbers presented in rows 5 through 9 consist of (x) 4,514,630 shares of Class A Common Stock, (y) 20,579,218 Paired Units, which are convertible into shares of Class A Common Stock upon the corresponding surrender and cancellation of 20,579,218 shares of Class B Common Stock, and (z) 2,091,542 Decoupled Units, which are convertible into shares of Class A Common Stock.
The percentage presented in row 11 is calculated based on 137,940,798 shares of Class A Common Stock outstanding as of July 31, 2026 and assumes the conversion of (x) 20,579,218 Paired Units into 20,579,218 shares of Class A Common Stock and the corresponding surrender and cancellation of 20,579,218 shares of Class B Common Stock and (y) 2,091,542 Decoupled Units into 2,091,542 shares of Class A Common Stock.
Reporting Person: DM Individual Aggregator, LLC
Numbers presented in rows 5 through 9 consist of (x) 2,410,800 shares of Class A Common Stock, (y) 14,143,857 Paired Units, which are convertible into shares of Class A Common Stock upon the corresponding surrender and cancellation of 14,143,857 shares of Class B Common Stock, and (z) 727,759 Decoupled Units, which are convertible into shares of Class A Common Stock.
The percentage presented in row 11 is calculated based on 137,940,798 shares of Class A Common Stock outstanding as of July 31, 2026 and assumes the conversion of (x) 14,143,857 Paired Units into 14,143,857 shares of Class A Common Stock and the corresponding surrender and cancellation of 14,143,857 shares of Class B Common Stock and (y) 727,759 Decoupled Units into 727,759 shares of Class A Common Stock.
Item 4
Pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Dutch Mafia, dated February 7, 2025 (the “Dutch Mafia Limited Liability Company Agreement”), at the option of the holder, Class A Common Units may be redeemed or exchanged for shares of Class A Common Stock on a one-for-one basis and are included in the amounts of Class A Common Stock beneficially owned, provided that in the case of Paired Units, an equal number of shares of Class B Common Stock shall be surrendered to and cancelled by the Issuer upon such redemption or exchange, in accordance with the terms and procedures set forth in the Dutch Mafia Limited Liability Company Agreement. Multiple members hold ownership interests in DMI Holdco, LLC, DM Individual Aggregator, LLC, and DM Trust Aggregator, LLC, including Mr. Boersma. Mr. Boersma disclaims beneficial ownership of the securities held by DMI Holdco, LLC, DM Individual Aggregator, LLC, and DM Trust Aggregator, LLC except to the extent of Mr. Boersma’s pecuniary interest in such securities.
Travis Boersma
(a) Amount beneficially owned: 45,180,896
(b) Percent of class: 25.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 45,180,896
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 45,180,896
(iv) Shared power to dispose or to direct the disposition of: 0
DMI Holdco, LLC
(a) Amount beneficially owned: 713,090
(b) Percent of class: 0.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 713,090
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 713,090
(iv) Shared power to dispose or to direct the disposition of: 0
DM Trust Aggregator, LLC
(a) Amount beneficially owned: 27,185,390
(b) Percent of class: 16.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 27,185,390
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 27,185,390
(iv) Shared power to dispose or to direct the disposition of: 0
DM Individual Aggregator, LLC
(a) Amount beneficially owned: 17,282,416
(b) Percent of class: 11.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 17,282,416
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 17,282,416
(iv) Shared power to dispose or to direct the disposition of: 0