Dutch Bros Inc.

Cybersecurity and data protection · Insider threats and access controls

The risk of unauthorized circumvention of our security measures or those of the third parties with whom we work has been heightened by advances in computer and software capabilities and the increasing sophistication of actors who employ complex techniques, including, without limitation, 'phishing' or social engineering incidents.

Human capital and workforce · Labor relations and union negotiations

Changes in the availability of and the cost of labor could harm our business. Our business could be harmed by increases in labor costs, including those increases triggered by inflation, regulatory actions regarding wages, scheduling and benefits.

Supply chain and procurement · Geographic concentration of suppliers

Our shops are geographically concentrated in the Western United States, and we could be negatively affected by conditions specific to that region. As of December 31, 2025, our company-operated and franchised shops in the Western United States represent approximately 65% of our total shops.

Human capital and workforce · Key personnel dependence and succession

We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could harm our business. Dutch Bros continues to be led by our Executive Chairman and Co-Founder, Travis Boersma, who plays an important role in driving our culture, determining the strategy, and executing against that strategy across the Company.

Core operations · Operational disruption and business continuity

If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.

Reputation and brand · Brand damage and negative publicity

Damage to our brand or reputation or negative publicity could negatively impact our business. Our reputation and the quality of our Dutch Bros brand are critical to our business and success in existing markets and will be critical to our success as we enter new markets.

Reputation and brand · Esg environmental social governance performance

Ongoing public and government scrutiny of environmental, social, and corporate governance matters or our reporting of such matters could negatively impact our business. There has been an ongoing public focus, including from the United States federal and state governments, on ESG matters.

Organizational and management · Leadership and management changes

In February 2025, Brian Cahoe was appointed our Chief Development Officer, a newly-created management role. Additionally, in June 2025, Sumi Ghosh, our former President of Operations, separated from the Company, and in January 2026, Jennifer Somers was appointed our Chief Shops Officer.

Stakeholder relations · Customer satisfaction and loyalty

If we fail to offer high-quality customer experience, our business and reputation will suffer. Numerous factors may impact a customer's experience which may in turn impact the likelihood of such customer returning.

Natural and catastrophic events · Climate change and environmental impact

Climate change and volatile adverse weather conditions could adversely affect our shop sales or results of operations. There is growing concern that climate change and global warming has caused and may continue to cause more severe, volatile weather.

Geopolitical and trade · Regulatory and policy uncertainty

Uncertainty around potential tariffs, embargoes, or similar restrictions could cause uncertainty and disruption in our supply chain, whether or not any such tariffs, embargoes, or similar restrictions are ultimately enacted.

Economic and market conditions · Economic recession and downturns

Economic and business factors that are largely beyond our control may adversely affect consumer behavior and the results of our operations. Our business is dependent upon consumer discretionary spending, which may be affected by general economic conditions that are beyond our control.

Market and investment · Market volatility and economic cycles

Unstable market and economic conditions may have serious adverse consequences on our business and financial condition. The global credit and financial markets have experienced extreme volatility and disruptions (including as a result of tariffs, recession concerns, actual or perceived changes in interest rates, and continued economic inflation).

Credit and liquidity · Debt service and covenant compliance

Restrictions imposed by our outstanding indebtedness and any future indebtedness may limit our ability to operate our business, execute our growth strategy, and finance our future operations or capital needs or engage in other business activities.

Capital structure and performance · Debt management and refinancing

Dutch Bros Inc. is a holding company, and its only material asset is its interest in Dutch Bros OpCo. Accordingly, Dutch Bros Inc. is dependent upon distributions from Dutch Bros OpCo to pay its taxes and expenses (including payments under the Tax Receivable Agreements) and to pay dividends.

Credit and liquidity · Credit risk and customer defaults

If a financial institution holding our funds fails, we may not be able to pay our operational expenses or make other payments, which could adversely impact our liquidity and financial performance.

Legal and litigation · Litigation and legal proceedings

Beverage and restaurant companies have been the target of class action lawsuits and other proceedings that are costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs.

Tax and financial reporting · Financial reporting and accounting standards

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles.

Innovation and product development · Intellectual property protection and infringement

We may not be able to adequately protect our intellectual property, including trademarks, trade names, and service marks, which, in turn, could harm the value of our brand and adversely affect our business.

Market position and competition · Market cyclicality and demand volatility

Our results of operations, including the levels of our revenue, deferred revenue, working capital, and cash flows, may vary significantly in the future, such that period-to-period comparisons of our results of operations may not be meaningful.