UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 10-K ______________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 001-40798 ______________________________ DUTCH BROS INC. ...

Financial Data and Key Metrics Changes - For the full year 2025, total revenues reached $1.64 billion, representing a growth of 28% compared to the previous year, and more than doubling since the end of 2022 [6][23] - Adjusted EBITDA for 2025 grew by 31% to $303 million, outpacing revenue growth [7][23] - System same-shop sales growth was 5.6% for the year, with Q4 showing a growth of 7.7% [6][24] - Company-operated contribution margin was approximately 29% for 2025, reflecting over 400 basis points of margin expansion since 2022 [7][23] Business Line Data and Key Metrics Changes - New shop growth contributed significantly, with 154 new shop openings in 2025, leading to a total of 1,136 system-wide shops [6][24] - Company-operated same-shop sales growth in Q4 was 9.7%, driven by strong transaction growth of 7.6% [27] - System-wide average unit volumes (AUVs) reached a record $2.1 million, indicating strong shop-level economics [8][23] Market Data and Key Metrics Changes - The company expanded into seven contiguous states, including North Carolina, increasing its market presence to 25 states [11] - The new food program has been rolled out to over 300 shops across 11 states, with plans for completion by the end of 2026 [19] Company Strategy and Development Direction - The company aims to reach 2,029 shops by 2029, with a clear strategy focused on growth through people and brand investment [9][19] - A shift towards a foundational top-of-the-funnel paid advertising engine has been implemented to enhance brand awareness [14] - The company is also focusing on expanding its CPG platform, which includes creamers and ready-to-drink offerings, to drive long-term growth [15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate competitive pressures and maintain traffic strength, citing strong same-shop sales performance [38] - The company anticipates continued transaction growth in 2026, with expectations of opening at least 181 new system shops [12][27] - Management acknowledged commodity cost pressures but remains optimistic about achieving long-term contribution margin goals [24][29] Other Important Information - The company has built a strong pipeline of regional operator candidates, increasing from approximately 400 to 475 since the end of 2022 [10] - The loyalty program, Dutch Rewards, surpassed 15 million members, with 72% of system transactions attributed to it [16] Q&A Session Summary Question: How will the company protect traffic during competitive pressures? - Management highlighted the strength of their value proposition and service quality, expressing confidence in maintaining traffic strength despite competition [38] Question: What is the mandate for the new Chief Shops Officer? - The focus will be on supporting baristas and enhancing operational initiatives, including the food program and mobile ordering [40] Question: What metrics can be shared regarding the food program's impact? - Management is tracking various operational metrics and is pleased with the initial results, indicating a long-term strategy for food offerings [46] Question: How does the company view the Clutch acquisition? - The acquisition is seen as a capital-efficient way to expand into new markets, with plans for conversion and opening in Q2 and Q3 [60][84] Question: What is the outlook for competition in specific markets? - Management noted that they are not currently seeing pressures on site availability or costs due to competition, maintaining a strong position in real estate [71]

Financial Data and Key Metrics Changes - For the full year 2025, total revenues grew by 28%, reaching $1.64 billion, more than doubling since the end of 2022 [6][23] - Adjusted EBITDA for 2025 increased by 31%, reaching $303 million, outpacing revenue growth [7][23] - System same-shop sales growth was 5.6% for the year, with Q4 same-shop sales growth at 7.7% [6][24] Business Line Data and Key Metrics Changes - New shop growth contributed 16% to overall performance, with 154 new shop openings in 2025 [6][24] - Company-operated same-shop sales growth was 9.7% in Q4, driven by strong transaction growth of 7.6% [24][28] - Company-operated contribution margin improved to 27.6% in Q4, reflecting effective cost management despite rising coffee costs [28][30] Market Data and Key Metrics Changes - System-wide average unit volumes (AUVs) reached a record $2.1 million, indicating strong shop-level economics [8][23] - The company expanded into seven contiguous states, increasing its system shop footprint to 25 states and 1,136 shops [11][12] Company Strategy and Development Direction - The company aims to reach 2,029 shops by 2029, with a clear strategy focused on expanding its shop footprint and enhancing customer experience [9][19] - A significant focus on brand awareness through paid advertising and the rollout of a consumer packaged goods (CPG) platform is expected to drive long-term growth [14][15] - The company is also enhancing its food program, which has shown promising results in terms of transaction and ticket lift [19][63] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate competitive pressures and maintain strong transaction growth, citing a robust value proposition [38][55] - The company anticipates continued momentum into 2026, with expectations of opening at least 181 new system shops [12][27] - Management acknowledged potential headwinds from elevated coffee costs but remains optimistic about achieving long-term margin goals [23][29] Other Important Information - The company has successfully generated free cash flow for two consecutive years, reinforcing its financial stability [32][34] - The average capital expenditure per shop decreased from $1.8 million in Q4 2024 to $1.3 million in Q4 2025, reflecting improved efficiency in shop openings [30][70] Q&A Session Summary Question: How does the company plan to protect traffic during competitive pressures? - Management highlighted the strength of their value proposition and service quality, expressing confidence in maintaining traffic despite competition [38] Question: What is the mandate for the new Chief Shops Officer? - The focus will be on supporting Broistas and enhancing operational initiatives, including the food program and mobile ordering [40] Question: What metrics are being tracked for the food program? - Management is monitoring Broista satisfaction, customer feedback, and operational metrics to assess the food program's success [46] Question: How does the company view the Clutch acquisition? - The acquisition is seen as a capital-efficient way to expand into new markets, with plans for conversion to Dutch Bros locations [59][81] Question: What is the outlook for competition in specific markets? - Management noted that they are not currently experiencing pressures on site availability or build costs, maintaining a strong position in real estate [70]

Financial Data and Key Metrics Changes - For the full year 2025, total revenues grew by 28%, reaching $1.64 billion, more than doubling since the end of 2022 [4][20] - Adjusted EBITDA increased by 31% to $303 million, outpacing revenue growth [5][20] - System same-shop sales growth was 5.6% for the year, with Q4 same-shop sales growth at 7.7% [6][20] Business Line Data and Key Metrics Changes - New shop growth contributed 16% with 154 new shop openings in 2025 [4][20] - Company-operated same-shop sales growth was 9.7% in Q4, driven by strong transaction growth of 7.6% [25][20] - Company-operated contribution margin was approximately 27.6% in Q4, reflecting a 24% increase year-over-year [26][20] Market Data and Key Metrics Changes - System-wide average unit volumes (AUVs) reached a record $2.1 million, indicating strong shop-level economics [6][20] - The company expanded into seven contiguous states, increasing its system shop footprint to 25 states and 1,136 shops [10][20] Company Strategy and Development Direction - The company aims to reach 2,029 shops by 2029, with a clear strategy focused on long-term growth through people and brand investment [7][17] - A significant focus on enhancing brand awareness through a top-of-the-funnel paid advertising engine and the rollout of the Dutch Bros CPG platform [12][13] - The company is also expanding its food program, which has shown promising results in driving incremental beverage occasions [15][22] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate commodity cost headwinds and maintain a long-term contribution margin goal of approximately 30% [20][31] - The company anticipates continued transaction growth in 2026, with system same-shop sales growth projected at 3%-5% [23][31] - Management highlighted the importance of their people and operational excellence in driving future growth [8][17] Other Important Information - The company reported approximately $705 million in total liquidity as of December 31, including $269 million in cash [29][31] - The average capital expenditure per shop decreased from $1.8 million in Q4 2024 to $1.3 million in Q4 2025 [30][68] Q&A Session Summary Question: How will the company protect traffic during competitive pressures? - Management highlighted the strength of their value proposition and confidence in their service and product quality, noting strong same-shop sales growth [34][35] Question: What is the mandate for the new Chief Shops Officer? - The focus will be on supporting baristas and enhancing initiatives like the food program and mobile ordering [37][38] Question: What are the expectations for new store productivity? - Management expects strong performance from new shops, with a target of $1.8 million in AUVs [46][49] Question: How is the food program impacting margins? - The food program is expected to be dollar accretive but may pressure overall margins due to elevated costs [55][57] Question: What are the learnings from the new walk-up store in Los Angeles? - Initial results are promising, and the company sees potential for urban expansion through this model [75][76] Question: Is the company actively seeking acquisition opportunities like Clutch? - Management confirmed they are open to conversion opportunities and view them as a productive use of capital [63][64]

Core Insights - Dutch Bros Inc reported strong fourth-quarter financial results, with revenue of $443.61 million, representing a year-over-year increase of 29.4%, surpassing the Street consensus estimate of $424.75 million [2] - The company achieved earnings per share of 17 cents, exceeding the consensus estimate of 10 cents per share [2] Financial Performance - Same-store sales growth for the fourth quarter was 7.7%, marking 19 consecutive years of positive same-store sales growth [3] - Full fiscal year revenue reached $1.64 billion, up 27.9% year-over-year, with same-store sales growth of 5.6% for the full year [4] Expansion and Growth Strategy - Dutch Bros opened 55 new stores in the fourth quarter across 17 states, totaling 154 new stores opened in the full fiscal year across 22 states [3] - The company plans to open at least 181 new stores in 2026, with revenue guidance for 2026 projected between $2 billion and $2.03 billion, aligning with the Street consensus estimate [5] Market Performance - Following the earnings report, Dutch Bros stock rose 10.78% to $55.30 in after-hours trading, within a 52-week trading range of $47.16 to $86.88 [6]

DISCLAIMER Forward-Looking Statements. Statements in this presentation and the accompanying oral presentation that are not statements of historical fact are forward-looking statements. Such forward-looking statements include, without limitation, statements regarding the Company's future results of operations or financial condition, including guidance for 2026, new shop openings, business strategy and plans, objectives of management for future operations, and potential growth opportunities. Words such as "an ...

Financial Performance - Fourth quarter 2025 total revenues increased by 29.4% to $443.6 million compared to $342.8 million in the same period of 2024[6] - Net income for the fourth quarter was $29.2 million, up from $6.4 million in the same period of 2024[6] - Adjusted EBITDA rose by 48.8% to $72.6 million compared to $48.8 million in the fourth quarter of 2024[6] - For the full year 2025, total revenues reached $1.64 billion, a 27.9% increase from $1.28 billion in 2024[9] - Full year net income was $117.3 million, compared to $66.5 million in 2024[9] - Adjusted EBITDA for the year ended December 31, 2025, was $302,554, up 31.3% from $230,283 in 2024, indicating an 18.5% margin[64] - The company reported a net income before income taxes of $31.1 million for Q4 2025, significantly up from $7.5 million in Q4 2024[21] - Net income for Q4 2025 reached $29,155, a significant increase of 357.5% compared to $6,367 in the prior year[32] - Net income per diluted share for Q4 2025 was $0.17, compared to $0.03 in Q4 2024, reflecting strong earnings growth[66] Operational Growth - The company opened 55 new shops in the fourth quarter and a total of 154 new shops in 2025[6][9] - The company aims to achieve 2,029 shops by 2029, having expanded its footprint into seven contiguous states[5] - The company-operated shop count increased to 811 by the end of 2025, up from 670 at the end of 2024, marking a 20.9% growth[30] - The systemwide shop base grew to 912 from 754 year-over-year, indicating a 20.9% increase[32] - The company-operated shop base expanded to 612 from 473, reflecting a 29.4% growth[32] Revenue and Sales Metrics - System same shop sales grew by 7.7% and company-operated same shop sales increased by 9.7% year-over-year in the fourth quarter[6] - Company-operated shop revenues were $409.6 million, up 30.4% from $314.2 million in the same quarter last year[24] - The total segment contribution increased to $137.6 million, representing a 21.7% growth compared to $113.1 million in Q4 2024[21] - Systemwide same shop sales growth was 7.7% for Q4 2025, compared to 6.9% in Q4 2024[30] - The average unit volume (AUV) for company-operated shops was $2,061 for the year ended December 31, 2025, compared to $1,933 in 2024[30] Cash Flow and Assets - Net cash provided by operating activities for the year ended December 31, 2025, was $295.5 million, compared to $246.4 million in 2024, reflecting a 19.9% increase[26] - Cash and cash equivalents at the end of 2025 were $269.4 million, down from $293.4 million at the end of 2024[28] - Total assets increased to $3.0 billion as of December 31, 2025, compared to $2.5 billion in 2024, reflecting a 20.3% growth[28] Cost Management - Selling, general, and administrative expenses were $73,171, representing 16.5% of revenues, down from 21.1% in the previous year[32] - Total organization realignment and restructuring costs for the year were $8,238, down from $17,876 in 2024, indicating improved operational efficiency[65] Future Guidance - The guidance for 2026 projects total revenues between $2 billion and $2.03 billion, with same shop sales growth estimated at 3% to 5%[9] - Adjusted EBITDA for 2026 is estimated to be between $355 million and $365 million[9] - Future guidance indicates a focus on operational efficiency and strategic growth, with expectations for continued revenue increases[32]

Core Insights - Dutch Bros Inc. is set to release its fourth-quarter 2025 results on February 12, with a strong history of earnings surprises, averaging a 91.9% surprise over the last four quarters [2]. Financial Performance - The Zacks Consensus Estimate for fourth-quarter earnings per share (EPS) is 10 cents, reflecting a 42.9% increase from 7 cents in the same quarter last year [3]. - The consensus estimate for fourth-quarter revenues is $426.8 million, indicating a 24.5% growth compared to the previous year's figure [3]. Revenue Drivers - Revenue growth in Q4 2025 is expected to be supported by sustained same-shop sales growth, operational improvements, and strong traffic trends [4]. - Increased engagement through digital channels and the loyalty program has contributed to revenue, with Order Ahead adoption rising, particularly in newer markets [5]. - Menu innovation and the expansion of the hot food program are anticipated to provide additional revenue boosts, with successful seasonal offerings driving traffic [6]. Revenue Breakdown - Revenues from company-operated shops are projected at $397 million, up from $314 million in the prior-year quarter, while franchising and other revenues are expected to reach $30.5 million compared to $28.6 million last year [7]. Profitability Factors - The bottom-line performance is likely to benefit from operating leverage due to higher sales volumes and disciplined expense management, despite pressures from elevated coffee costs and expenses related to food rollout [8]. - Improved labor efficiency and SG&A leverage from scale are expected to support profitability, allowing for adjusted earnings growth while continuing investments in new shops and long-term initiatives [8]. Earnings Outlook - The model does not predict an earnings beat for Dutch Bros this time, with an Earnings ESP of 0.00% and a Zacks Rank of 4 (Sell) [9][10].

Core Viewpoint - Analysts project that Dutch Bros (BROS) will report quarterly earnings of $0.10 per share, reflecting a year-over-year increase of 42.9% and revenues of $426.77 million, up 24.5% from the same quarter last year [1]. Earnings Estimates - The consensus EPS estimate has been revised downward by 7.7% over the past 30 days, indicating a collective reassessment by analysts [2]. - Changes in earnings estimates are crucial for predicting investor reactions, as empirical research shows a strong correlation between earnings estimate revisions and short-term stock performance [3]. Revenue Projections - Analysts estimate 'Revenues- Franchising and other' to reach $30.46 million, a 6.5% increase from the previous year [5]. - 'Revenues- Company-operated shops' are projected to be $396.52 million, reflecting a 26.2% increase from the prior-year quarter [5]. Shop Count Estimates - The total shop count is estimated to be 1,142, up from 982 in the same quarter last year [6]. - Franchised shop count is expected to reach 331, compared to 312 a year ago [6]. - Company-operated shop count is projected at 812, an increase from 670 in the same quarter last year [7]. Sales and Transactions Forecast - System same shop sales and transactions are expected to be 4.6%, down from 6.9% in the previous year [7]. - Company-operated same shop sales and transactions are forecasted to be 5.3%, compared to 9.5% a year ago [8]. New Shop Openings - Total net new shop openings are estimated at 62, up from 32 in the previous year [8]. - Company-operated new openings are projected to be 54, compared to 25 a year ago [8]. - Franchised new openings are expected to be 8, slightly up from 7 in the same quarter last year [9]. Stock Performance - Over the past month, Dutch Bros shares have declined by 8.6%, while the Zacks S&P 500 composite has changed by -0.2% [9].

Core Viewpoint - Dutch Bros (BROS) has experienced a significant decline in stock performance recently, with a return of -16.9% over the past month, contrasting with the S&P 500's -1.5% and the Zacks Retail - Restaurants industry's gain of 8.6% [2] Earnings Estimates - Dutch Bros is projected to report earnings of $0.10 per share for the current quarter, reflecting a year-over-year increase of +42.9%, although the Zacks Consensus Estimate has decreased by -7.7% over the last 30 days [5] - The consensus earnings estimate for the current fiscal year stands at $0.68, indicating a year-over-year change of +38.8%, with a slight decrease of -1.9% in the estimate over the past month [5] - For the next fiscal year, the consensus earnings estimate is $0.86, representing a +26.5% change from the previous year, with a -2.3% adjustment in the estimate over the last month [6] Revenue Growth - The consensus sales estimate for the current quarter is $426.47 million, indicating a year-over-year increase of +24.4% [11] - For the current fiscal year, the revenue estimate is $1.62 billion, reflecting a +26.5% change, while the next fiscal year's estimate is $2.03 billion, indicating a +25.2% change [11] Recent Performance - In the last reported quarter, Dutch Bros achieved revenues of $423.58 million, a year-over-year increase of +25.2%, and an EPS of $0.19 compared to $0.16 a year ago [12] - The company exceeded the Zacks Consensus Estimate for revenues by +3.03% and for EPS by +11.76% [12] - Dutch Bros has consistently beaten consensus EPS and revenue estimates in the last four quarters [13] Valuation - Dutch Bros is currently graded F in the Zacks Value Style Score, indicating it is trading at a premium compared to its peers [17] - The assessment of valuation multiples such as P/E, P/S, and P/CF is crucial for determining whether the stock is overvalued, fairly valued, or undervalued [15]