BROS Filings — Dutch Bros Inc.

BROS Filings — Dutch Bros Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

Summary not available yet

The original filing sections are available below.

Original filing text

Management's Discussion and Analysis

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 31 Impact of Global Events 31 Results of Operations 32 Key Performance Indicators 33 Company-operated Shops Results 35 Franchising and Other Segment Performance 37 Selling, General, and Administrative 38 Other Expense 38 Income Tax Expense 38 Liquidity and Capital Resources 39 Non-GAAP Financial Measures 40 Dutch Bros Inc.| Form 10-Q | 30 Table of Contents Overview 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. 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. 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 | 31 Table of Contents Results of Operations As of June 30, 2026, we had 1,225 systemwide shops in 25 states, an increase of approximately 17.4% from the same period in the prior year. For the six months ended June 30, 2026, we generated $1,015.3 million of revenue, $75.3 million of net income, and $0.41 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 17.4 % Increase in total revenue 31.7 % Dutch Bros Inc.| Form 10-Q | 32 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 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 Total shop count 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 shops operating weeks 3 11,189 9,184 21,682 17,921 Franchising shops 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 % Dutch Bros Inc.| Form 10-Q | 33 Table of Contents 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 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 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 113,714 20.6 89,003 21.4 193,087 19.0 151,909 19.7 _________________ 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 June 30, Six Months Ended June 30, (unaudited) 2026 2025 2026 2025 Systemwide shop base 982 831 982 794 Company-operated shops 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 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 | 34 Table of Contents Company-operated Shops Results Results for our company-operated shops segment were as follows: 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 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 155,970 30.6 118,236 31.1 277,274 29.5 214,301 30.3 Company-operated Shops Segment Performance Company-operated Shops Revenue Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Company-operated shops revenue $510,031 $380,500 $129,531 34.0% $939,088 $706,921 $232,167 32.8% Three Months Ended June 30, 2026 v. 2025 Company-operated shops revenue increased $88.4 million from newly opened shops not yet in the comparable shop base and $41.2 million from an 8.3% increase in same shop sales. Six Months Ended June 30, 2026 v. 2025 Company-operated shops revenue increased $169.8 million from newly opened shops not yet in the comparable shop base and $62.3 million from a 9.3% increase in same shop sales. Beverage, Food, and Packaging Costs Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Beverage, food and packaging costs $133,108 $96,468 $36,640 38.0% $245,430 $177,847 $67,583 38.0% As a percentage of company-operated shops revenues 26.1% 25.3% N/A 80 bps 26.1% 25.2% N/A 90 bps Dutch Bros Inc.| Form 10-Q | 35 Table of Contents Three and Six Months Ended June 30, 2026 v. 2025 As a percentage of company-operated shops revenues, beverage, food and packaging costs increased by 80 basis points and 90 basis points for the three and six months ended June 30, 2026, respectively. These increases were primarily due to an increase in coffee costs and the costs associated with our new food program, which typically carry a higher cost margin than beverages. Labor Costs Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Labor costs $129,460 $101,270 $28,190 27.8% $241,765 $190,709 $51,056 26.8% As a percentage of company-operated shops revenues 25.4% 26.6% N/A (120) bps 25.8% 27.0% N/A (120) bps Three and Six Months Ended June 30, 2026 v. 2025 As a percentage of company-operated shops revenues, labor costs decreased by 120 basis points for the three and six months ended June 30, 2026, primarily due to sales leverage and the impact of pricing. Occupancy and Other Costs Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Occupancy and other costs $83,085 $59,984 $23,101 38.5% $159,870 $113,911 $45,959 40.3% As a percentage of company-operated shops revenues 16.3% 15.8% N/A 50 bps 17.0% 16.1% N/A 90 bps Three and Six Months Ended June 30, 2026 v. 2025 As a percentage of company-operated shops revenues, occupancy and other costs increased by 50 basis points and 90 basis points for the three and six months ended June 30, 2026, respectively. These increases were primarily due to the impact of occupancy rates from new shops as we shift more of our portfolio to build-to-suit leases versus commercial ground leases and higher repairs and maintenance costs in the first quarter. Pre-opening Costs Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Pre-opening costs $8,408 $4,542 $3,866 85.1% $14,749 $10,153 $4,596 45.3% As a percentage of company-operated shops revenues 1.6% 1.2% N/A 40 bps 1.6% 1.4% N/A 20 bps New company-operated shops opened 44 30 14 46.7% 77 55 22 40.0% Pre-opening costs per new company-operated shop $191 $151 $39 25.8% $192 $185 $7 3.8% Three and Six Months Ended June 30, 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 three and six months ended June 30, 2026 as compared to the same period in 2025. Dutch Bros Inc.| Form 10-Q | 36 Table of Contents Depreciation and Amortization Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Depreciation and amortization $32,669 $25,684 $6,985 27.2% $68,191 $50,251 $17,940 35.7% As a percentage of company-operated shops revenues 6.4% 6.8% N/A (40) bps 7.2% 7.1% N/A 10 bps Three and Six Months Ended June 30, 2026 v. 2025 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 and an adjustment recorded in 2026 as a result of our evaluation of the useful lives of certain shop related assets previously placed into service. Company-operated Shops Gross Profit and Contribution The factors described above resulted in a gross profit margin decrease of 10 basis points and 90 basis points for the three and six months ended June 30, 2026 compared to 2025, respectively. Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Company-operated shops gross profit $123,301 $92,552 $30,749 33.2% $209,083 $164,050 $45,033 27.5% As a percentage of company-operated shops revenues 24.2% 24.3% N/A (10) bps 22.3% 23.2% N/A (90) bps Company-operated shops contribution $155,970 $118,236 $37,734 31.9% $277,274 $214,301 $62,973 29.4% As a percentage of company-operated shops revenues 30.6% 31.1% N/A (50) bps 29.5% 30.3% N/A (80) bps Franchising and Other Segment Performance Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Franchising and other revenue $40,820 $35,313 $5,507 15.6% $76,175 $64,044 $12,131 18.9% Franchising and other gross profit 27,755 27,492 263 1.0% 49,449 45,987 3,462 7.5% As a percentage of franchising and other revenue 68.0% 77.9% N/A (990) bps 64.9% 71.8% N/A (690) bps Three and Six Months Ended June 30, 2026 v. 2025 The franchising and other gross profit increases for the three and six months ended June 30, 2026 were primarily driven by products sold to franchisees (net of costs and adjustments), royalties and marketing fees generated from higher franchise partner sales. Dutch Bros Inc.| Form 10-Q | 37 Table of Contents Selling, General, and Administrative Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Selling, general, and administrative $80,651 $65,385 $15,266 23.3% $153,827 $124,306 $29,521 23.7% As a percentage of total revenues 14.6% 15.7% N/A (110) bps 15.2% 16.1% N/A (90) bps Three Months Ended June 30, 2026 v. 2025 The selling, general, and administrative increase of approximately $15.3 million was primarily driven by increased expenses of $9.7 million consisting of investments in human capital to support our revenue growth along with higher performance-based compensation; and $1.9 million of higher equity-based compensation. These increases were partially offset by lower realignment and restructuring charges of $1.5 million. Six Months Ended June 30, 2026 v. 2025 The selling, general, and administrative increase of approximately $29.5 million was primarily driven by increased expenses of $15.7 million consisting of investments in human capital to support our revenue growth and higher performance-based compensation; and $2.7 million of higher equity-based compensation. These increases were partially offset by lower realignment and restructuring charges of $1.2 million. Other Expense Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Interest expense on finance leases $(6,105) $(5,729) $(376) 6.6% $(12,282) $(11,338) $(944) 8.3% Other interest expense, net (933) (1,347) 414 (30.7)% (1,976) (2,853) 877 (30.7)% Interest expense, net $(7,038) $(7,076) $38 (0.5)% $(14,258) $(14,191) $(67) 0.5% Other income (expense), net 861 (1,983) 2,844 N/M 786 (2,001) 2,787 N/M Total other expense $(6,177) $(9,059) $2,882 (31.8)% $(13,472) $(16,192) $2,720 (16.8)% Three and Six Months Ended June 30, 2026 v. 2025 The increase in other income (expense), net was primarily driven by non-recurring expenses in the prior year related to our May 2025 credit facility refinancing. Income Tax Expense Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Income tax expense $12,623 $7,243 $5,380 74.3% $15,964 $8,702 $7,262 83.5% Effective tax rate 19.7% 15.9% N/A N/A 17.5% 12.5% N/A N/A Three and Six Months Ended June 30, 2026 v. 2025 The increase in effective tax rate was primarily driven by the increase in our ownership of Dutch Bros OpCo. Dutch Bros Inc.| Form 10-Q | 38 Table of Contents Liquidity and Capital Resources Cash Overview We had cash and cash equivalents of $268.6 million and $269.4 million as of June 30, 2026 and December 31, 2025, respectively. For the six months ended June 30, 2026, our principal sources of liquidity were cash flows from operations. Our principal uses of liquidity for the six months ended June 30, 2026 were to fund our new shop builds, purchase the assets of Clutch Coffee and other working capital needs. Cash Flows The following table summarizes our cash flows for the periods presented: Six Months Ended June 30, (dollars in thousands; unaudited) 2026 2025 2026 v. 2025 Net cash provided by operating activities $ 196,933 $ 126,781 $ 70,152 55.3 % Net cash used in investing activities (149,048) (99,731) (49,317) 49.5 % Net cash used in financing activities (48,665) (65,989) 17,324 (26.3) % Net decrease in cash and cash equivalents $ (780) $ (38,939) $ 38,159 (98.0) % Cash and cash equivalents at beginning of period 269,404 293,354 (23,950) (8.2) % Cash and cash equivalents at end of period $ 268,624 $ 254,415 $ 14,209 5.6 % Operating Activities The increase in net cash provided by operating activities 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 increase in net cash used in investing activities 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 and acquisition of Clutch Coffee assets. Financing Activities The decrease in net cash used in financing activities cash outflows was primarily driven by non-recurring proceeds received on our delayed draw term loan facility in 2025. 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. As of June 30, 2026, cash requirements for the following items have materially changed from our 2025 Form 10-K: •Lease liabilities — increased approximately $120 million from newly commenced leases, including approximately $23 million related to the Clutch Coffee asset acquisition. Dutch Bros Inc.| Form 10-Q | 39 Table of Contents Credit Facility JPMorgan Credit Facility As of June 30, 2026, $146 million of principal was outstanding on our term loan facility, and $50 million was outstanding on our revolving credit facility. The term loan and revolving loan both bear interest at approximately 4.89% as of June 30, 2026. Interest Rate Swap Contract As of June 30, 2026, the interest rate swap had a notional amount of approximately $55 million and hedges interest rate risk on the term loan under the 2025 Credit Facility, with a fixed rate of 2.67%. As of June 30, 2026, the one-month adjusted term SOFR was 3.64%. See NOTE 9 — Debt and NOTE 10 — Derivative Financial Instrument for additional details related to our 2025 Credit Facility and interest rate swap contract. Seasonality Our business is subject to seasonal fluctuations that impact our revenue and company-operated shops gross profit margins. We typically experience higher system sales in the summer months, which impacts revenue and company-operated shops gross profit margins in the second and third quarters of our fiscal year. Critical Accounting Estimates There have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K. 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. Dutch Bros Inc.| Form 10-Q | 40 Table of Contents 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 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 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. 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 RSUs and PSUs, in Dutch Bros Inc. to certain eligible employees. 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. Dutch Bros Inc.| Form 10-Q | 41 Table of Contents The following are reconciliations of the most comparable GAAP metric to non-GAAP metrics (presented in dollars and as a percentage of revenue): 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 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (dollars in thousands; unaudited) $ % $ % $ % $ % Franchising and other gross profit 27,755 68.0 27,492 77.9 49,449 64.9 45,987 71.8 Depreciation and amortization 1,156 2.8 1,392 3.9 2,459 3.2 2,853 4.5 Franchising and other contribution 28,911 70.8 28,884 81.8 51,908 68.1 48,840 76.3 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 remeasurement (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 Dutch Bros Inc.| Form 10-Q | 42 Table of Contents 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 Dutch Bros Inc.| Form 10-Q | 43 Table of Contents

Quantitative and Qualitative Disclosures About Market Risk

Commodity Risks Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including beverage commodities, energy, and other commodities. We have been able to partially offset cost increases resulting from several factors, including market conditions, shortages or interruptions in supply due to weather or other conditions beyond our control, governmental regulations, and inflation by increasing our menu prices over the past year, and making operational adjustments that increase productivity. However, tariffs, sustained inflation of, or substantial increases in costs and expenses, including dairy, coffee, fuel, sugar, cocoa, and packaging commodities pricing, could impact our operating results to the extent that such costs and expenses remain elevated or increase and cannot be offset by menu price increases. Additionally, if there is a time lag between increasing commodity prices 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. Labor Costs We have experienced minimum wage increases, which directly affect our labor costs, and other upward pressure on wage rates in several states. Several states in which we operate have recently enacted increases to their minimum wage requirements, some of which are expected to become effective in 2026 or later. In the future, we may or may not be able to offset these cost increases with operational efficiencies, menu price increases, or other adjustments. As of June 30, 2026, we employed approximately 27,000 hourly workers in our company-operated shops. Interest Rate Risk We have historically been exposed to interest rate risk through fluctuations in interest rates on our debt obligations. Our 2025 Credit Facility carries interest at a floating rate. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities, including through the use of interest rate swaps to mitigate the potential impacts of changes in benchmark interest rates on interest expense and cash flows. As of June 30, 2026, we had $50.0 million in revolving loans outstanding, and $146.3 million was outstanding on our term loan facility. A hypothetical increase of interest rates up to 1% on our outstanding term loan as of June 30, 2026 would result in an increase in our annual interest expense of approximately $2.0 million, excluding any potential impacts of interest rate swaps. Impact of Inflation The primary inflation factors affecting our operations are commodity and supply costs, energy costs, labor costs, and construction costs of company-operated shops. Increases in the minimum wage requirements directly affect our labor costs. Our leases require us to pay taxes, maintenance, repairs, insurance, and utilities, all of which are generally subject to inflationary increases. Finally, the total cost to build our shops is impacted by inflation. Specifically, increases in sitework and permitting, construction materials, labor, and equipment may increase our overall development costs and capital expenditures, and potentially result in higher rent expenses for new shops. We continue to encounter current commodity inflation, known or pending legislation that will increase minimum wages in certain states, and labor market forces that at times may cause us to increase wages in order to adequately staff our shops. We expect these to affect our operating results in the foreseeable future. While these cost increases 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 these pressures. Price increases and other inflationary pressures may lead to decreases in consumer demand. Dutch Bros Inc.| Form 10-Q | 44 Table of Contents

Read original filing text →

Risk Factors

Except for the items noted below, there have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our 2025 Form 10-K. The risk factors described in our 2025 Form 10-K, as well as other information set forth in this Quarterly Report on Form 10-Q, could materially and adversely affect our business, financial condition and results of operations, and should be carefully considered. The risks and uncertainties that we face, however, are not limited to those described in the 2025 Form 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our Class A common stock. Legislation and regulations requiring the display and provision of nutritional information for our menu offerings, and new information, attitudes, or regulations regarding additives, diet and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our business, financial condition, and results of operations. Government regulation and customer consumption habits may impact our business as a result of changes in attitudes regarding diet and health (including use of weight-loss or appetite-suppressing drugs such as those commonly known as GLP-1s) or new information regarding the health effects of consuming our menu offerings. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings. For example, a number of states, counties, and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information to customers, or have enacted legislation restricting the use of certain types of ingredients in food sold at restaurants. Furthermore, the Patient Protection and Affordable Care Act of 2010 (the PPACA) establishes a uniform, federal requirement for certain restaurants to post certain nutritional information on their menus. Specifically, the PPACA amended the Federal Food, Drug and Cosmetic Act to require certain chain restaurants to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake. The PPACA also requires covered restaurants to provide to consumers, upon request, a written summary of detailed nutritional information for each standard menu item, and to provide a statement on menus and menu boards about the availability of this information. The PPACA further permits the Food and Drug Administration to require covered restaurants to make additional nutrient disclosures, such as disclosure of trans-fat content. More recently, U.S. regulatory authorities, including the Food and Drug Administration, have indicated their intent to restrict or prohibit the use of certain food dyes currently permitted for lawful use in food. In May 2026, the Food and Drug Administration announced it had finalized its new post-market assessment program for chemicals in the food supply and launched its first reassessments under the program, with further reviews expected on an ongoing basis. Such assessments may be initiated by external petitions or Dutch Bros Inc.| Form 10-Q | 46 Table of Contents the agency’s own initiative. In addition, the Food and Drug Administration is developing a proposed rule to increase oversight of food ingredients deemed Generally Recognized as Safe (GRAS), which, if finalized, would require mandatory submission of GRAS notices for food ingredients. GRAS reform legislation has also been introduced in Congress. Furthermore, an increasing number of states have proposed or enacted laws intended to prohibit or limit the use of certain food and color additives and states have initiated actions and investigations into the use of certain additives by companies. For example, in 2025, the Texas Attorney General’s Office initiated multiple investigations into major food companies regarding the marketing of products containing artificial dyes, resulting in public commitments to remove such additives in the near term and, in one case, a legally binding agreement. Should such regulatory change affect the ingredients currently used in our products and we are unable to identify or secure comparable and cost-effective alternative ingredients, such change could have an adverse effect on our results of operations and financial position. An unfavorable report on, or reaction to, our current or future menu ingredients, the size of our portions, or the nutritional content of our menu items could negatively influence the demand for our offerings. We cannot make any assurances regarding our ability to effectively respond to changes in customer health perceptions or our ability to successfully implement nutrient content disclosure requirements or other resulting regulations, including potential regulations around the use of certain ingredients, dyes, or other additives, or to adapt our menu offerings to trends in drinking and consumption habits. The imposition of menu-labeling laws, additional restrictions on certain food additives, and such other regulations could have an adverse effect on our results of operations and financial position, as well as the food service and restaurant industry in general. We may be unable to identify all potential allergens present in our products at the time of purchase, whether they were introduced by us or by our third party vendors. This could result in the inability of some customers to purchase our products, or could result in negative health consequences for individuals sensitive to such allergens who choose to purchase our products regardless. A potentially serious allergic reaction to our products may result in negative public perception and could harm our business and results of operations. In addition, social media has contributed to an increase in “secret menu” style drinks that are not created or marketed by us. Such drinks can be ordered by customers, for example, by asking for specific combinations of flavors or ingredients. We have no control over such trends, may not become timely aware of them, and may be unable to provide nutritional information for them. Such trends may also result in a mixture of ingredients in ways that could be perceived negatively, including with regard to health effects, and such perception could harm our business. We may engage in merger and acquisition activities or strategic partnerships, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our business, results of operations, and financial condition. As part of our business strategy to grow our business, we have in the past and may in the future make investments or acquisitions in, or enter into strategic partnerships with, other companies, including acquisitions of franchises from our franchise partners and acquisitions of material lease rights, real estate or properties for conversion to new shops. The identification of suitable acquisitions or partnership candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions or partnerships on favorable terms, if at all. These acquisitions or partnerships may be more costly to protect our competitive position, but may not ultimately strengthen our competitive position, or achieve the intended goals of such acquisition or partnership, and any acquisitions or partnerships we complete could be viewed negatively by customers or investors. We may encounter difficult or unforeseen expenditures in integrating an acquisition or partnership. In addition, if we fail to successfully integrate such acquisitions, assets, technologies, properties, or personnel associated with such acquisitions or partnerships into our company, the business and results of operations of the combined company would be adversely affected. Dutch Bros Inc.| Form 10-Q | 47 Table of Contents These transactions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased regulatory requirements, cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by stockholders and third parties, and adversely impact our business, financial condition, and results of operations. We may not successfully evaluate or utilize the acquired assets and accurately forecast the financial impact of an acquisition or partnership transaction, including accounting charges. We may have to pay cash for any such acquisition or partnership which would limit other potential uses for our cash. If we incur debt to fund any such acquisition or partnership, such debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations, and subject us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our operations. If we issue a significant amount of equity securities in connection with future acquisitions or partnerships, existing stockholders’ ownership would be diluted. Dutch Bros Inc.| Form 10-Q | 48 Table of Contents