Form 8-K
8-K — Dutch Bros Inc.
Accession: 0001866581-26-000131
Filed: 2026-08-05
Period: 2026-08-05
CIK: 0001866581
SIC: 5810 (RETAIL-EATING & DRINKING PLACES)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — bros-20260805.htm (Primary)
EX-99.1 (a2026-q2_ex991.htm)
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8-K
8-K (Primary)
Filename: bros-20260805.htm · Sequence: 1
bros-20260805
0001866581FALSE08/05/202600018665812026-08-052026-08-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
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): August 5, 2026
_______________________________________________________
DUTCH BROS INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware 001-40798 87-1041305
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1930 W Rio Salado Pkwy
85281
Tempe,
Arizona
(Address of principal
executive offices) (Zip Code)
(877) 899-2767
(Registrant’s telephone number, including area code)
(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 August 5, 2026, Dutch Bros Inc., a Delaware corporation (the “Company”), announced its financial results for the second quarter ended June 30, 2026. 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 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 8.01. Other Event.
On August 4, 2026, the Company entered into an agreement to acquire the real estate and related site assets of up to 65 Salad and GoTM locations across Arizona, Nevada, Oklahoma and Texas. The closing is expected to occur in the third quarter of 2026 and is subject to applicable approvals and other customary closing conditions.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1
Earnings Release issued by Dutch Bros Inc. on August 5, 2026
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: August 5, 2026 By:
/s/ Joshua Guenser
Joshua Guenser
Chief Financial Officer
EX-99.1
EX-99.1
Filename: a2026-q2_ex991.htm · Sequence: 2
Document
Exhibit 99.1
Dutch Bros Inc. Reports Second Quarter 2026 Financial Results
Achieves 32% Revenue Growth Year-Over-Year
Delivers 8.3% Company-Operated and 5.8% Systemwide Same Shop Sales Growth
Raises 2026 Guidance on Total Revenues, System Same Shop Sales Growth, and Adjusted EBITDA
TEMPE, Ariz. - August 5, 2026 - Dutch Bros Inc. (NYSE: BROS; “Dutch Bros” or the “Company”), one of the fastest-growing brands in the U.S. quick service beverage industry, today reported financial results for the second quarter ended June 30, 2026.
Second Quarter 2026 Highlights
•Opened 48 new shops, 44 of which were company-operated.
•Total revenues grew 32.5% to $550.9 million as compared to $415.8 million in the same period of 2025.
•Company-operated same shop sales1 increased 8.3% and company-operated same shop transactions increased 3.4% relative to the same period of 2025. Systemwide same shop sales1 increased 5.8% and systemwide same shop transactions increased 1.7% relative to the same period in 2025.
•Net income was $51.6 million as compared to $38.4 million in the same period of 2025.
•Adjusted EBITDA2 grew 27.8% to $113.7 million as compared to $89.0 million in the same period of 2025.
Christine Barone, Chief Executive Officer and President of Dutch Bros, said, “Our second quarter performance reflects the strength of the Dutch Bros brand, powered by our differentiated people-led culture and our compelling value proposition that continues to resonate with customers. The success of our strategy was evident in the second quarter as we delivered our thirteenth consecutive quarter of positive same shop sales growth and our eighth consecutive quarter of same shop transaction growth. We also maintained exceptionally strong development momentum, while AUVs climbed to record levels. This performance is the result of years of foundational investments across the business, giving us tremendous confidence in our ability to continue growing Dutch Bros for the long-term.”
Josh Guenser, Chief Financial Officer of Dutch Bros, concluded, “Based on the performance so far this year and the recent acquisition from one of our Phoenix franchisees, we are increasing our full-year guidance on Total Revenues, Systemwide Same Shop Sales Growth and Adjusted EBITDA. We enter the second half of the year from a position of strength, with a focused plan, strong visibility into our growth initiatives, and a clear path to turning the significant whitespace ahead of us into durable growth.”
Dutch Bros Inc.| Earnings Release | 1
2026 Guidance3
•Total revenues are now projected to be between approximately $2.1 billion and $2.13 billion.
•Same shop sales1 growth is now estimated to be in the range of 5% to 6%.
•Adjusted EBITDA4 is now estimated to be between $385 million and $390 million.
•Capital expenditures are now estimated to be between $350 million and $370 million.
The item below remains unchanged.
•Total system shop openings are estimated to be at least 185.
_________________
1 Same shop sales is defined in the section “Select Financial Metrics”.
2 This is a non-GAAP financial measure. Reconciliation of U.S. GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
3 Excludes any impact from the Salad and GoTM transaction announced on August 5, 2026.
4 We have not reconciled guidance for Adjusted EBITDA to the corresponding U.S. GAAP financial measure because we do not provide guidance for the various reconciling items. We are unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. Accordingly, reconciliation to the corresponding U.S. GAAP financial measure is not available without unreasonable effort.
Dutch Bros Inc.| Earnings Release | 2
Conference Call and Webcast Today
Christine Barone, Chief Executive Officer and President, and Joshua Guenser, Chief Financial Officer, will host a conference call and webcast today at 5:00 p.m. Eastern Time (ET) to discuss financial results for the second quarter ended June 30, 2026.
Event: Second Quarter 2026 Conference Call and Webcast
Date: Wednesday, August 5, 2026
Time: 5:00 p.m. ET
Dial In: 1-201-493-6779
Webcast: https://investors.dutchbros.com under “Events & Presentations”.
The webcast will be archived shortly after the conference call has concluded. We will also publish earnings presentation slides related to these financial results on our website https://investors.dutchbros.com under “Events & Presentations”.
About Dutch Bros Inc.
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.
Dutch Bros is wholeheartedly focused on radiating kindness and sharing the Dutch Luv®. In addition to its mission of speed, quality and service, the Dutch Bros Foundation® is passionate about giving back to the communities it serves. Through local giving and annual nation-wide initiatives, the Dutch Bros Foundation makes impactful contributions to causes across the country.
To learn more about Dutch Bros, visit www.dutchbros.com, follow Dutch Bros on Instagram, Facebook, X, and TikTok, and download the Dutch Bros app to earn points and score rewards!
Dutch Bros, our Windmill logo (), Dutch Bros Rebel, and our other registered and common law trade names, trademarks and service marks are the property of Dutch Bros Inc. All other trademarks, trade names and service marks appearing in this press release are the property of their respective owners. Solely for convenience, the trademarks and trade names in this press release may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.
Dutch Bros Inc.| Earnings Release | 3
Forward-Looking Statements
In addition to historical information, this press release contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding Dutch Bros’ growth trajectory, and Dutch Bros’ potential or assumed future results of operations, including updated guidance for 2026, new shop openings, estimated capital expenditures, business strategies, and potential sales and revenue growth. These statements are based on Dutch Bros’ current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “intend,” “may,” “target,” “estimates,” “predict,” “project,” “expect,” “should,” “guidance,” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Dutch Bros’ control that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those related to past growth being indicative of future results, whether Dutch Bros’ foundational investments result in continued growth for Dutch Bros, including increases in customer engagement and sales, the success of Dutch Bros’ food offering sales translating to sales of food offerings in other markets, changes in consumer preference due to new information or regulations regarding additives, diet and health or otherwise, acquisitions or partnerships not ultimately strengthening Dutch Bros’ competitive position, or achieving the intended goals of such acquisition or partnership, any problems that may arise in successfully integrating acquired businesses or assets, which may result in Dutch Bros not operating as effectively and efficiently as expected or divert management from their primary responsibilities, general economic conditions, changes in general consumer discretionary spending, including due to higher gas prices, inflation or lack of consumer confidence, commodity inflation, the ability to navigate evolving macroeconomic conditions, the effects of disruption between the U.S. and its trading partners due to military conflicts, tariffs or other policies, disruptions in our supply chain, increased labor costs, ability to hire and retain employees, the availability of suitable new shop sites and our ability to negotiate acceptable agreements regarding the new shop sites, and other risks, including those described in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 13, 2026, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 6, 2026, and in our future reports to be filed with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Forward-looking statements contained in this press release are made as of this date, and Dutch Bros undertakes no duty to update such information except as required under applicable law.
Dutch Bros Inc.| Earnings Release | 4
DUTCH BROS INC.
Condensed Consolidated Statements of Operations
Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands, except per share amounts; unaudited) 2026 2025 2026 2025
Revenues
Company-operated shops $ 510,031 $ 380,500 $ 939,088 $ 706,921
Franchising and other 40,820 35,313 76,175 64,044
Total revenues 550,851 415,813 1,015,263 770,965
Costs and Expenses
Cost of sales 399,795 295,769 756,731 560,928
Selling, general and administrative 80,651 65,385 153,827 124,306
Total costs and expenses 480,446 361,154 910,558 685,234
Income from operations
70,405 54,659 104,705 85,731
Other expense
Interest expense, net (7,038) (7,076) (14,258) (14,191)
Other income (expense), net 861 (1,983) 786 (2,001)
Total other expense (6,177) (9,059) (13,472) (16,192)
Income before income taxes 64,228 45,600 91,233 69,539
Income tax expense 12,623 7,243 15,964 8,702
Net income $ 51,605 $ 38,357 $ 75,269 $ 60,837
Less: Net income attributable to non-controlling interests 14,195 12,733 21,762 19,860
Net income attributable to Dutch Bros Inc. $ 37,410 $ 25,624 $ 53,507 $ 40,977
Net income per share of Class A common stock:
Basic $ 0.28 $ 0.20 $ 0.41 $ 0.33
Diluted $ 0.28 $ 0.20 $ 0.41 $ 0.33
Weighted-average shares of Class A common stock outstanding:
Basic 134,494 126,390 130,837 123,615
Diluted 134,765 126,830 131,263 124,178
Dutch Bros Inc.| Earnings Release | 5
DUTCH BROS INC.
Company-Operated Shops Results
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
(dollars in thousands; unaudited) $ % $ % $ % $ %
Company-operated shops revenue 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 1
155,970 30.6 118,236 31.1 277,274 29.5 214,301 30.3
_________________
1 Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
DUTCH BROS INC.
Summary Cash Flows Data
Six Months Ended
June 30,
(in thousands; unaudited) 2026 2025
Net cash provided by operating activities $ 196,933 $ 126,781
Net cash used in investing activities (149,048) (99,731)
Net cash used in financing activities (48,665) (65,989)
Net decrease in cash and cash equivalents $ (780) $ (38,939)
Cash and cash equivalents at beginning of period 269,404 293,354
Cash and cash equivalents at end of period $ 268,624 $ 254,415
Dutch Bros Inc.| Earnings Release | 6
DUTCH BROS INC.
Condensed Consolidated Balance Sheets
(in thousands; unaudited) June 30,
2026 December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 268,624 $ 269,404
Accounts receivable, net 18,871 18,387
Inventories, net 41,253 48,917
Prepaid expenses and other current assets 23,745 20,670
Total current assets 352,493 357,378
Property and equipment, net 905,241 824,502
Lease right-of-use assets, net 984,000 855,339
Deferred income tax assets, net 1,111,070 946,571
Other long-term assets 23,885 25,524
Total assets $ 3,376,689 $ 3,009,314
Liabilities and Equity
Current liabilities:
Accounts payable $ 44,319 $ 37,625
Other current liabilities
123,394 99,173
Deferred revenue 47,160 55,658
Current portion of tax receivable agreements liability 686 7,696
Current portion of lease liabilities 41,639 36,466
Current portion of long-term debt 3,883 3,881
Total current liabilities 261,081 240,499
Deferred revenue, net of current portion 6,524 8,918
Lease liabilities, net of current portion 967,206 852,380
Long-term debt, net of current portion 194,600 196,295
Tax receivable agreements liability, net of current portion
972,264 813,353
Total liabilities 2,401,675 2,111,445
Equity:
Common stock 1 1
Additional paid in capital 644,589 581,261
Accumulated other comprehensive income 47 48
Retained earnings
153,015 99,508
Total stockholders' equity attributable to Dutch Bros Inc. 797,652 680,818
Non-controlling interests 177,362 217,051
Total equity 975,014 897,869
Total liabilities and equity $ 3,376,689 $ 3,009,314
Dutch Bros Inc.| Earnings Release | 7
DUTCH BROS INC.
Select Financial Metrics
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
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 operating weeks 3
11,189 9,184 21,682 17,921
Franchising and other 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.| Earnings Release | 8
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 5
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 5
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 5
113,714 20.6 89,003 21.4 193,087 19.0 151,909 19.7
___________
1 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,
2026 2025 2026 2025
Systemwide shop base 982 831 982 794
Company-operated shop 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 franchisees. 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 U.S. 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 end date of the periods presented. The operating weeks calculations reflect re-acquired franchises. Management uses these metrics as indicators of our system’s overall financial health, growth and future expansion prospects.
4 Dutch Rewards is our digitally-based rewards program available exclusively through the Dutch Rewards app. Management uses this metric as an indicator of customer loyalty adoption of our Dutch Rewards app and future promotional plans.
5 Reconciliation of U.S. GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures”.
Dutch Bros Inc.| Earnings Release | 9
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with U.S. GAAP, this press release 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 U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.
Company-operated shops contribution (in dollars and as a percentage of revenue)
Definition and/or calculation
Company-operated shops segment gross profit, before company-operated shops 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 (in dollars and as a percentage of revenue)
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 (as defined above), 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 (in dollars and as a percentage of revenue)
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.
Dutch Bros Inc.| Earnings Release | 10
Adjusted net income
Definition and/or calculation
Net income, excluding equity-based compensation, expenses associated with credit facility refinancing, acquisition-related costs, TRA remeasurements, organization realignment and restructurings costs, and income tax effects of items excluded from net income.
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 this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted fully exchanged weighted-average shares of diluted common stock outstanding
Definition and/or calculation
Weighted-average shares of Class A common stock outstanding - basic with addition of dilutive impacts of restricted stock units, as well as the assumed exchange of all of the Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock.
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. By adding in the assumed exchange of all of the outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
Adjusted net income per fully exchanged share of diluted common stock
Definition and/or calculation
Net income per share of Class A common stock - diluted, excluding per share impacts of equity-based compensation, expenses associated with credit facility refinancing, acquisition-related costs, TRA remeasurements, organization realignment and restructurings costs, income tax effects of items excluded from net income, and removal of per share impacts of controlling and non-controlling interests.
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. By assuming the full exchange of all of the outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. for Dutch Bros Inc. Class A common stock and related net income adjustments, we believe this measure facilitates a better comparison with other companies that have different organizational and tax structures, as well as comparisons period over period.
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 restricted stock units and performance restricted stock units in Dutch Bros Inc. to certain eligible employees.
Dutch Bros Inc.| Earnings Release | 11
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.
Dilutive effects of restricted stock awards and units
Addition of incremental shares of restricted stock units calculated under the treasury stock method, when they are dilutive for the calculation of weighted-average shares on a non-GAAP basis.
Assumed exchange of weighted-average LLC interests for shares of Class A common stock
Weighted-average of all outstanding Dutch Bros OpCo Class A common units not held by Dutch Bros Inc. that are assumed to be exchanged for Dutch Bros Inc. Class A common stock.
Supplemental Reconciliations of U.S. GAAP Actuals to Non-GAAP Actuals
Following are the reconciliations of the most comparable GAAP financial measure to non-GAAP financial measure. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the reconciliations from U.S. GAAP to Non-GAAP measures should be carefully evaluated. Please refer to "Non-GAAP Financial Measures" in this press release for a detailed explanation of the adjustments made to the comparable U.S. GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
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
Dutch Bros Inc.| Earnings Release | 12
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 remeasurements (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
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
Three Months Ended June 30, Six Months Ended June 30,
(in thousands; unaudited)
2026 2025 2026 2025
Net income $ 51,605 $ 38,357 $ 75,269 $ 60,837
Equity-based compensation 6,879 4,671 12,157 8,865
Expenses associated with 2022 credit facility refinancing — 2,000 — 2,000
Acquisition-related costs 309 — 309 —
TRAs remeasurements (437) — (437) —
Organization realignment and restructuring 216 1,763 1,831 2,991
Income tax effects (232) (1,280) (2,225) (4,381)
Adjusted net income $ 58,340 $ 45,511 $ 86,904 $ 70,312
Dutch Bros Inc.| Earnings Release | 13
Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts; unaudited) 2026 2025 2026 2025
Weighted-average shares of Class A common stock outstanding - basic 134,494 126,390 130,837 123,615
Dilutive effects of restricted stock units 271 440 426 563
Weighted-average shares of Class A common stock outstanding - diluted 134,765 126,830 131,263 124,178
Assumed exchange of weighted-average Dutch Bros OpCo Class A common units for shares of Dutch Bros Inc. Class A common stock 43,248 51,086 46,844 53,766
Adjusted fully exchanged weighted-average shares of common stock outstanding - diluted 178,013 177,916 178,107 177,944
Net income per share of Class A common stock - diluted $ 0.28 $ 0.20 $ 0.41 $ 0.33
Controlling and non-controlling interest adjustments 0.01 0.02 0.01 0.01
Equity-based compensation 0.04 0.03 0.07 0.05
Expenses associated with 2022 credit facility refinancing — 0.01 — 0.01
Acquisition-related costs — — — —
TRAs remeasurements — — — —
Organization realignment and restructurings — 0.01 0.01 0.02
Income tax effects — (0.01) (0.01) (0.02)
Adjusted net income per fully exchanged share of diluted common stock $ 0.33 $ 0.26 $ 0.49 $ 0.40
Dutch Bros Inc.| Earnings Release | 14
For Investor Relations inquiries:
Neil Patel, CFA
(480) 447-2282
neil.patel@dutchbros.com
For Media Relations inquiries:
Erin Gray
(480) 382-7228
erin.gray@dutchbros.com
Dutch Bros Inc.| Earnings Release | 15
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