0001866581 FALSE 05/07/2024 0001866581 2024-05-07 2024-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 7, 2024
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DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-40798 | 87-1041305
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
110 SW 4th Street |  | 97526
Grants Pass, | Oregon |
(Address of principal executive offices) |  | (Zip Code)

(541) 955-4700
(Registrant’s telephone number, including area code)
Not Applicable
(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 May 7, 2024, Dutch Bros Inc., a Delaware corporation (the “Company”), announced its financial results for the first quarter ended March 31, 2024. 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the previously announced planned senior leadership changes, effective May 9, 2024, the Board of Directors of the Company appointed Joshua Guenser as the Company’s Chief Financial Officer. Charles Jemley, the Company’s current Chief Financial Officer, will simultaneously transition into the role of Strategic Advisor, and will no longer be an executive officer of the Company following Mr. Guenser’s appointment.
Mr. Guenser, age 45, has served as Incoming Chief Financial Officer of the Company and its subsidiaries since February 2024. Mr. Guenser served as Chief Financial Officer of MOD Super Fast Pizza Holdings, LLC, a US-based fast-casual pizza restaurant chain, from March 2020 to January 2024. Prior to that, he served in various roles at Starbucks Corporation (Nasdaq: SBUX), a global coffee chain, from October 2009 to March 2020, most recently as Senior Vice President, Finance - Americas from January 2019 to March 2020, and prior to that, as Vice President, Finance - US Retail from July 2018 to January 2019. Mr. Guenser holds a Master of Professional Accounting and a B.A. in Business Administration from the University of Washington.
In connection with his appointment as Incoming Chief Financial Officer, on December 19, 2023, the Company entered into an offer letter with Mr. Guenser (the “Agreement”). Pursuant to the Agreement, Mr. Guenser will receive an annual base salary of $550,000, a signing bonus of $200,000, and is eligible to receive an annual cash bonus of 75% of his annual base salary. Mr. Guenser received a one-time award of restricted stock units under the Company’s 2021 Equity Incentive Plan to acquire a number of shares of Class A common stock equal to $1,015,000, and he is also eligible for an annual award of restricted stock units under the Company’s 2021 Equity Incentive Plan to acquire a number of shares of Class A common stock equal to $1,015,000. Each award will vest and settle subject to the terms and conditions approved by the Board on the applicable grant date. He will receive reimbursement for relocation costs and expenses up to $150,000 and cell phone and internet stipends, and be eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs, including certain post-employment cash severance payments and other benefits pursuant to his Participation Agreement under the Company’s Amended and Restated Severance and change in Control Plan (the “Participation Agreement”). The foregoing description of the Agreement and the Participation Agreement is not complete, and is qualified in its entirety by reference to the Agreement and Participation Agreement, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.
There are no arrangements or understandings between Mr. Guenser and any other persons pursuant to which he was selected as Chief Financial Officer and there are no family relationships between Mr. Guenser and any of the Company’s directors or other executive officers. Additionally, there are no transactions involving the Company and Mr. Guenser that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Guenser’s prior appointment as Incoming Chief Financial Officer, the Company entered into its standard indemnification agreement with Mr. Guenser, which form indemnification agreement is filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 13, 2021 (File No. 333-258988).
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 9.01. Financial Statements and Exhibits
(d) Exhibits

Exhibit No. |  | Description
1 0.1 |  | Offer Letter, dated as of December 19, 2023, by and between Dutch Bros Inc. and Joshua Guenser
1 0.2 |  | Participation Agreement, dated as of December 19, 2023, by and between Dutch Bros Inc. and Joshua Guenser
99.1 |  | Earnings Release issued by Dutch Bros Inc. on May 7, 2024
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: | May 7, 2024 |  | By: | /s/ Charles L. Jemley
|  |  |  | Charles L. Jemley
|  |  |  | Chief Financial Officer