DEF 14A of Dutch Bros Inc., Mar 31, 2026

DEF 14A of Dutch Bros Inc.

Filed Mar 31, 2026 · FY20250001866581-26-000055

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our business and affairs are managed under the direction of our Board. We currently have ten directors, eight of whom are nominees for director this year. Mr. Davis’ and Ms. George’s respective terms as directors expire at the Annual Meeting, and neither will be standing for re-election. Our Board and the Company thank Mr. Davis and Ms. George for their guidance and many years of dedicated service. In light of Mr. Davis and Ms. George not standing for re-election to the Board, and the proposed addition of Scott Maw to the Board (as detailed below), our Board has approved the reduction of the size of our Board from ten to nine, effective as of the date of the Annual Meeting. All directors will be elected by the holders of all classes of our Common Stock, voting together as a single class. Directors are elected annually by a majority of eligible votes cast on each director’s election. If you “Abstain” from voting, it will have no effect. This matter is non-routine, thus, if you hold your shares in street name, your broker may not vote your shares for you. Our amended and restated certificate of incorporation and our amended and restated bylaws permit our Board to establish the authorized number of directors from time to time by resolution. Vacancies and newly created directorships on our Board will be filled as provided in the amended and restated certificate of incorporation, except as otherwise required by applicable law. Each of the nominees listed below, except Scott Maw, is currently a director of Dutch Bros and was last elected by our stockholders as a member of our Board at our 2025 annual meeting of stockholders. Mr. Maw is a first time nominee to our Board. If elected at the Annual Meeting, each of the nine nominees would serve until the 2027 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce its size. It is Dutch Bros’ policy to encourage directors and nominees for director to attend the Annual Meeting. All of our current directors who served at the time of our 2025 annual meeting of stockholders attended that meeting.

  2. Vote Required

    | Travis Boersma Co-founder and Executive Chairman of the Board | Age: 55 | | Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Senior Leadership Experience | Committees: None |

  3. Vote Required

    Mr. Boersma is our Co-Founder and has served as our Executive Chairman since August 2021 and as the Executive Chairman of Dutch Bros OpCo since February 2021. Prior to serving as our Executive Chairman, he served as the Chief Executive Officer of Dutch Bros OpCo from February 2019 to February 2021. Mr. Boersma has led us as Co-Founder since 1992. Mr. Boersma attended Southern Oregon University. We believe that Mr. Boersma’s experience as our Co-Founder and his industry knowledge, as well as his leadership experience, make him an appropriate member of our Board.

  4. Vote Required

    | Christine Barone Chief Executive Officer and Director | Age: 52 | | Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience | Committees: None |

  5. Vote Required

    Ms. Barone has served as our Chief Executive Officer and as a member of our Board since January 2024, and as our President since February 2023. Ms. Barone has worked in the food service and beverage industries for more than a decade, and most recently served as Chief Executive Officer at True Food Kitchen, a high growth restaurant and lifestyle brand, from August 2016 to February 2023. Prior to that, she served in various leadership roles at Starbucks Corporation (Nasdaq: SBUX). Earlier in her career, she held positions with Bain & Company and Raymond James. Since March 2020, Ms. Barone has served on the Board of Directors of Yelp Inc. Ms. Barone holds a B.A. in Applied Mathematics and an M.B.A. from Harvard University. We believe that Ms. Barone’s extensive leadership experience and expertise in our industry, operations, and brand marketing make her an appropriate member of our Board.

  6. Vote Required

    | C. David Cone Director | Age: 54 | | Skills & Expertise: •Financial/Capital Allocation Experience •Technology Experience •Senior Leadership Experience | Committees: Audit and Risk (Chair) |

  7. Vote Required

    | Stephen Gillett Director | Age: 50 | | Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Compensation, Nominating and Governance |

  8. Vote Required

    Mr. Gillett has served as a member of our Board since December 2021. Since January 2023, Mr. Gillett has served as Chief Executive Officer of Verily Life Sciences LLC (formerly, Google Life Sciences), a life sciences and technology company, where he previously served as Chief Operating Officer from November 2020 to January 2023, and as Executive Advisor from May 2020 to November 2020. Since June 2019, Mr. Gillett has served as Advisor of X Development, LLC (formerly, GoogleX), a research and development company, and since December 2016, Mr. Gillett has served as an Advisor of GV (formerly, Google Ventures) a venture capital investment company. From September 2019 to May 2020, Mr. Gillett served as Executive Advisor to the CEO of Alphabet Inc. (NASDAQ: GOOGL, GOOG), a multinational technology conglomerate holding company, and its subsidiary, Google LLC. From March 2017 to October 2021, Mr. Gillett served as Chief Executive Officer of Chronicle, a cybersecurity company that he co-founded that was later acquired by Google Cloud in June 2019. Since June 2020, Mr. Gillett has served as a member of the board of directors of Discord Inc., a communication company focused on developing an online voice, video, and text communication platform, where he also serves as Chair of the Nominating and Governance Committee. From March 2015 to May 2017, Mr. Gillett served as a member of the board of directors of Chipotle Mexican Grill, Inc. (NYSE: CMG), a multinational fast casual restaurant company, where he also served as a member of the Audit and Nominating and Governance Committees. Mr. Gillett also served as member of the board of directors of Symantec Corporation from 2011 to 2012, where he also served as EVP, and Chief Operating Officer from December 2012 to July 2015 prior to its acquisition by Broadcom, Inc. Mr. Gillett received an M.B.A. from San Francisco State University and a B.S. from the University of Oregon. We believe that Mr. Gillett’s extensive leadership experience and expertise in technology, retail, strategy, and management make him an appropriate member of our Board.

  9. Vote Required

    | G.J. Hart Director | Age: 68 | | Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Compensation (Chair) |

  10. Vote Required

    Mr. Hart has served as a member of our Board since June 2024. Since September 2025, Mr. Hart has served as Chairman and Chief Executive Officer of SPB Hospitality LLC, a multi-brand restaurant operator, and since June 2025, as Managing Partner of EMERGING Fund, a growth capital fund in the restaurant and entertainment sector. Mr. Hart previously served as President and Chief Executive Officer of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), an American casual dining restaurant chain, from September 2022 to April 2025. Additionally, he served on the Red Robin Gourmet Burgers, Inc. board of directors from November 2019 to April 2025. Prior to that, Mr. Hart served as Chief Executive Officer of Torchy’s Tacos, a privately-held fast-casual restaurant chain, from 2018 to 2021. Prior to that, he served as Chief Executive Officer of California Pizza Kitchen Inc. from 2011 to 2018, and as President and Chief Executive Officer of Texas Roadhouse Inc. (NASDAQ: TXRH) from 2000 to 2004 and 2004 to 2011, respectively. Mr. Hart has served on the board of directors of Portillo’s Inc. (NASDAQ: PTLO) since 2016. We believe Mr. Hart’s extensive experience in all facets of leading public companies in our industry, including finance, marketing, and operations, as well as his experience as a public company director make him an appropriate member of our Board.

  11. Vote Required

    | Kory Marchisotto Director | Age: 49 | | Skills & Expertise: •Brand Marketing Experience •Senior Leadership Experience | Committees: Nominating & Governance, Compensation |

  12. Vote Required

    Ms. Marchisotto has served as a member of our Board since February 2025. Since 2019, Ms. Marchisotto has served as Senior Vice President and Chief Marketing Officer of e.l.f. Beauty (NYSE: ELF), a purpose-led, results-driven, multi-brand global beauty company. She previously served as Senior Vice President, Marketing for bareMinerals, a brand of Shiseido Company, Ltd (TYO: 4911), one of the top beauty companies in the world, from 2016 to 2018. Prior to that, she served as Senior Vice President of Marketing, Beauty Prestige Group from 2015 to 2016, and Vice President of Marketing, Beauty Prestige Group from 2011 to 2015, at Shiseido Americas Corporation. Ms. Marchisotto received a Master of Professional Studies, Cosmetics and Fragrance Marketing and Management from the Fashion Institute of Technology, and a B.A. in marketing from Pace University’s Lubin School of Business. We believe Ms. Marchisotto’s extensive experience in brand marketing and senior leadership make her an appropriate member of our Board.

  13. Vote Required

    | Scott Maw Director | Age: 58 | | Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Audit and Risk* *As of, and contingent upon, his election to the Board at the Annual Meeting. |

  14. Vote Required

    Mr. Maw has served as the Chairman of the Board of Chipotle Mexican Grill (NYSE: CMG), a global chain of fast-casual restaurants, since August 2024, and has served as a member of its board of directors since 2019. He previously served as a Managing Director at WestRiver Group, a private equity investment firm, from August 2019 to August 2020 and as a Senior Advisor from August 2020 until February 2021. Prior to that, Mr. Maw served as Executive Vice President and Chief Financial Officer of Starbucks Corporation (NASDAQ: SBUX), a global coffee chain, from 2014 to 2018, after joining the company as Senior Vice President and Corporate Controller in 2011. Mr. Maw served as Senior Vice President and Chief Financial Officer of SeaBright Holdings, Inc., a specialty workers' compensation insurer, from 2010 to 2011, and held various leadership roles at JPMorgan Chase & Co. (NYSE: JPM) from 2008 to 2010, including Chief Financial Officer of the Consumer Bank. Mr. Maw serves as a director of Alcon Inc. (NYSE: ALC) and Avista Corporation (NYSE: AVA), and is a member of the Board of Trustees of Gonzaga University. Mr. Maw received a B.B.A. in Accounting from Gonzaga University. We believe Mr. Maw’s extensive experience in leading and serving as a director of public companies in our industry make him an appropriate member of our Board.

  15. Vote Required

    | Ann Miller Director | Age: 51 | | Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Senior Leadership Experience | Committees: Nominating & Governance (Chair), Audit & Risk |

  16. Vote Required

    Ms. Miller has served as a member of our Board since August 2022. Since October 2024, Ms. Miller has served as Executive Vice President, Global Sports Marketing of NIKE, Inc. (NYSE: NKE), a multinational athletic footwear, apparel, equipment, and services corporation. She previously served for more than 15 years in various other roles at NIKE, most recently as Executive Vice President and Chief Legal Officer from February 2022 to October 2024, and as Vice President, Corporate Secretary and Chief Ethics & Compliance Officer from November 2016 to February 2022. Ms. Miller received a J.D. summa cum laude from University of Arizona College of Law and a B.A. in History from Smith College. We believe Ms. Miller’s extensive experience in senior leadership and in advising public companies on business, securities, and corporate governance matters make her an appropriate member of our Board.

  17. Vote Required

    | Todd Penegor Director | Age: 60 | | Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Audit & Risk |

  18. Vote Required

    Mr. Penegor has served as a member of our Board since June 2024. Mr. Penegor has served as President and Chief Executive Officer of Papa John’s International, Inc. (NASDAQ: PZZA), an international pizza delivery company, since February 2024. Prior to that, he served as President and Chief Executive Officer of The Wendy’s Company (NASDAQ: WEN), an international fast food chain, from May 2016 to February 2024, and prior to that as Senior Vice President and Chief Financial Officer from 2013 to 2016. He previously served in various roles at Kellanova (formerly Kellogg Company) (NYSE: K) from 2000 to 2013, most recently as Vice President of Kellogg Company and President of U.S. Snacks from 2009 to 2013, and at Ford Motor company (NYSE: F) from 1989 to 2000. Mr. Penegor has served on the board of directors of Ball Corporation (NYSE: BALL) since October 2009. We believe Mr. Penegor’s extensive experience in all facets of leading public companies in our industry, including finance, marketing, operations, and technology, as well as his experience as a public company director make him an appropriate member of our Board.

  19. Director Nominee Skills, Experience, and Background

    Director Nominee Skills, Experience, and Background *Tenure refers to years of service as an executive officer or director with the Company as of the date of this Proxy. Listed below are the skills and experience that we consider important for our directors in light of our current business and structure. The director nominees’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.

  20. Director Compensation

    Director Compensation

  21. Director Compensation for 2025

    Director Compensation for 2025 The following table details the compensation of the Dutch Bros Inc. non-employee directors for the year ended December 31, 2025. Mr. Boersma and Ms. Barone, who each served as both an employee and a director during 2025, received no additional compensation for their respective service as a director. The compensation received by Mr. Boersma and Ms. Barone as employees for the year ended December 31, 2025 is included in the Summary Compensation Table below.

  22. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 2 | Total ($) | | C. David Cone | 105,000 | 124,939 | 229,939 | | Thomas Davis 3 | 75,000 | 124,939 | 199,939 | | Kathryn George 3 | 75,000 | 124,939 | 199,939 | | Stephen Gillett | 88,000 | 124,939 | 212,939 | | G.J. Hart | 100,500 | 243,066 | 343,566 | | Kory Marchisotto | 69,153 | 154,014 | 223,167 | | Ann Miller | 102,500 | 124,939 | 227,439 | | Todd Penegor | 85,000 | 235,832 | 320,832 |

  23. Director Compensation for 2025

    _________________ 1 Amounts shown in this column represent the aggregate grant date fair value of RSU awards granted to our non-employee directors under our 2021 Equity Incentive Plan (2021 Plan) computed in accordance with FASB ASC 718. For a discussion of valuation assumptions used in calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2025 Annual Report. The grant date fair value of the RSU award that was granted to each non-employee director in the year ended December 31, 2025, as described in more detail below, is equal to the amount shown in this column for each non-employee director. 2 The aggregate number of RSU awards outstanding as of December 31, 2025, and held by our non-employee directors are set forth in the table below. Market value is determined by multiplying the number of shares subject to the RSU award by $61.22 per share, the closing market price on December 31, 2025. 3 Mr. Davis’ and Ms. George’s respective terms as directors expire at the Annual Meeting and neither will stand for re-election.

  24. Director Compensation for 2025

    | Name | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | | C. David Cone | 889 | 54,425 | | Thomas Davis | 889 | 54,425 | | Kathryn George | 889 | 54,425 | | Stephen Gillett | 889 | 54,425 | | G.J. Hart | 889 | 54,425 | | Kory Marchisotto | 889 | 54,425 | | Ann Miller | 889 | 54,425 | | Todd Penegor | 889 | 54,425 |

  25. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted our Non-Employee Director Compensation Policy in August 2021, which was most recently amended in December 2025 as described below. The amendments approved by the Compensation Committee in December 2025 (noted below) were approved following a competitive review and intended to position compensation practices above the median of the Company’s peers. Our Non-Employee Director Compensation Policy provides that each member of the Board who is not also serving as an employee or consultant of the Company or any of its subsidiaries (eligible director) receives the following: Annual Board Service Cash Retainer: •All Eligible Directors: $75,000, which amount increased to $85,000, effective January 1, 2026 •Lead Director Retainer (in addition to Eligible Director Service Retainer): $25,000, which amount increased to $100,000, effective January 1, 2026 Annual Committee Chair Service Cash Retainer: •Chair of the Audit and Risk Committee (in addition to Committee Member Service Retainer): $20,000 •Chair of the Compensation Committee (in addition to Committee Member Service Retainer): $17,500 •Chair of the Nominating and Governance Committee (in addition to Committee Member Service Retainer): $12,500 Annual Committee Member Service Cash Retainer: •Member of the Audit and Risk Committee: $10,000 •Member of the Compensation Committee: $8,000 •Member of the Nominating and Governance Committee: $5,000 Additionally, on the date of each annual stockholder meeting, each eligible director who continues to serve as an eligible director following such stockholder meeting receives an annual RSU award with a grant date fair value of $125,000, which amount increased to $150,000 effective as of January 1, 2026. Awards vest, subject to the eligible director’s continued service to the Company through each vesting date, 25% on each of August 20, November 20, February 20, and May 20, except, in any event, such annual RSU award will be fully vested on the earlier of (i) the date of our next annual stockholder meeting, or (ii) a change in control (as defined in our 2021 Plan). Additionally, an eligible director who is first elected or appointed to the Board on a date other than the date of the Company’s annual stockholder meeting, upon the Company’s first annual stockholder meeting following such director first joining the Board, such director will receive an additional RSU award with a grant date fair value of $125,000, which amount increased to $150,000 effective as of January 1, 2026, prorated to reflect the time between such director’s appointment date and the date of such first annual stockholder meeting, and fully vested on the grant date. The Non-Employee Director Compensation Policy provides that the aggregate value of all compensation granted or paid to any eligible director with respect to any calendar year, including awards granted and cash fees paid by us to such eligible director, will not exceed $750,000 in total value, except such amount will increase to $1,000,000 for newly appointed or elected eligible directors for the calendar year in which they first begin serving as an eligible director. We have reimbursed and will continue to reimburse all of our eligible directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings. Coffee Cash Non-Employee directors may opt in to receive an additional $100 per month in “coffee cash” to be used to purchase items in our shops.

  26. Determining Executive Compensation

    Determining Executive Compensation Compensation Committee The Compensation Committee is responsible for overseeing the Company’s executive compensation policies, plans, and programs. The Compensation Committee’s responsibilities include: •reviewing, overseeing, and approving the Company’s overall executive compensation strategy and policies; •reviewing and approving the compensation, individual and corporate performance goals and objectives, and other terms of employment of the Company’s Chief Executive Officer and evaluating their performance; •reviewing and approving the compensation, individual and corporate performance goals and objectives, and other terms of employment of the Company’s other executive officers and evaluating their individual performance, taking into account the recommendations and evaluation of the Chief Executive Officer to the extent appropriate; and •reviewing the Company’s practices and policies of employee compensation as they relate to alignment of incentives to determine if such compensation policies and practices are reasonably likely to have a material adverse effect on the Company, and taking such determinations into account in discharging the Compensation Committee’s responsibilities. Chief Executive Officer Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation, individual and corporate performance goals and objectives, and other terms of employment of the Company’s other executive officers, except for the Executive Chairman. In addition, the Chief Executive Officer is responsible for evaluating the individual performance of the other executive officers, except for the Executive Chairman. Independent Compensation Consultant The Compensation Committee requested that Semler Brossy, as its independent compensation consultant, review industry-wide compensation practices and trends to assess the competitiveness of our executive compensation program. The Compensation Committee considered Semler Brossy’s analysis as one of many factors when establishing compensation of our named executive officers for 2025, including individual performance, skill sets, prior experience, and scope of responsibilities. Peer Group Benchmarking As part of its engagement, the Compensation Committee requested Semler Brossy assist in developing a peer group of companies and perform analyses of competitive performance and compensation levels for that group to evaluate our executive compensation policies and practices, including those related to executive severance. Our peer group is comprised primarily of companies in the restaurant space, especially those in quick-service restaurants, who have comparable market capitalization and revenues, taking into account similar ownership structures and geographic reach. With the assistance of Semler Brossy, our Compensation Committee determined a peer group of thirteen companies for use in setting executive compensation for the year ended December 31, 2025:

  27. Determining Executive Compensation

    | 2025 Peer Group | | | Papa John's International Inc. (PZZA) | First Watch Restaurant Group, Inc. (FWRG) | | Wendy's Co. (WEN) | Potbelly Corporation (PBPB) | | Jack in the Box Inc. (JACK) | Portillo's Inc. (PTLO) | | Krispy Kreme, Inc. (DNUT) | Wingstop Inc. (WING) | | Shake Shack Inc. (SHAK) | CAVA Group, Inc. (CAVA) | | Celsius Holdings, Inc. (CELH) | Sweetgreen, Inc. (SG) | | El Pollo Loco Holdings, Inc. (LOCO) | |

  28. Determining Executive Compensation

    Our 2024 peer group included BJ’s Restaurants, Inc., Dine Brands Global, Inc., and Chuy’s Holdings, Inc. Chuy’s Holdings, Inc. was acquired by Darden Restaurants, Inc. in October 2024 and is no longer publicly listed. BJ’s Restaurants, Inc. and Dine Brands Global, Inc. were each removed from our 2024 peer group due to their full service restaurant models, which are not aligned with ours. We added CAVA Group, Inc. and Sweetgreen, Inc., each of which were recommended by Semler Brossy as relevant business comparators due to their growth and business model. Potbelly Corporation was acquired by RaceTrac Inc. in October 2025 and is no longer publicly listed. Stockholder Advisory Votes (Say-on-Pay) At our 2025 annual meeting of stockholders, we conducted a stockholder advisory vote regarding our executive compensation (Say-on-Pay). The Say-on-Pay proposal received 99.5% of the votes cast “For” approval. The Compensation Committee reviewed and considered the results of the 2025 Say-on-Pay vote in determining executive compensation for 2026. At our 2023 annual meeting of stockholders, our stockholders overwhelmingly indicated their approval of the recommendation that we solicit a Say-on-Pay vote on an annual basis. We have adopted a policy that is consistent with that preference. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote will be in 2029.

  29. Elements of Executive Compensation

    1 Mr. Ghosh’s annual base salary during 2025 was $525,000 from January 1, 2025 through June 2, 2025, when his employment ended. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled base salary increases. Annual Cash Bonus The annual cash bonus element is intended to incentivize and reward top quality management and to align performance with Company objectives. The Compensation Committee considers peer group data and each named executive officer’s particular role and responsibilities in determining cash bonus eligibility. Our named executive officers were eligible for performance-based annual cash bonuses in 2025 in the amounts set forth in the second table below. The table below sets forth the annual cash bonus performance metrics and weighting of such metrics, performance goals, and actual payout percentages based on the achievement of the performance goals for all named executive officers in 2025.

  30. Elements of Executive Compensation

    | Performance Metric | Weight | Threshold ($, thousands) | Target ($, thousands) | Maximum ($, thousands) | Actual Result ($, thousands) | Percent Payout1 | | Total Revenue | 50% | 1,502.4 | 1,565.0 | 1,627.6 | 1,638.2 | 200% | | Adjusted EBITDA 2 | 50% | 243.0 | 270.0 | 297.0 | 302.6 | 200% | | Payout | | 50% | 100% | 200% | | 200% |

  31. Elements of Executive Compensation

    1 If the performance metric is achieved at a level between threshold and target or between target and maximum, the percent payout is determined through straight-line interpolation. 2 Adjusted EBITDA is defined as EBITDA, excluding equity-based compensation, expenses associated with equity offerings, expenses associated with credit facility refinancing, executive transition costs, (gain) loss on the remeasurement of the liability related to the TRAs, sale of an aircraft, and organization realignment and restructuring costs. Adjusted EBITDA is a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDA to the most comparable GAAP measure, see section “Non-GAAP Financial Measures” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report. Each named executive officer was eligible to earn an annual cash bonus based on a percentage of their base salary and achievement of the performance goals in the table above. The table below sets forth the annual cash bonus payout calculations for each named executive officer for 2025.

  32. Elements of Executive Compensation

    | Named Executive Officer | Base Salary ($) | Bonus Eligibility as Percentage of Base Salary | Percent Payout | Total Actual Payout ($) 1 | | Travis Boersma | 1,500,000 | 10% | 200% | 300,000 | | Christine Barone | 850,000 | 110% | 200% | 1,870,000 | | Joshua Guenser | 550,000 | 75% | 200% | 825,000 | | Victoria Tullett | 450,000 | 50% | 200% | 450,000 | | Tana Davila | 525,000 | 60% | 200% | 630,000 | | Sumi Ghosh 2 | 525,000 | 60% | N/A | 132,041 |

  33. Elements of Executive Compensation

    1 Calculated, except in the case of Mr. Ghosh, by multiplying the 200% payout, calculated as described in the table above, by the applicable named executive officer’s bonus eligibility as a percentage of base salary. 2 Mr. Ghosh received a prorated bonus of $132,041 pursuant to the Severance Plan, as described below under “Potential Payments upon Termination or Change of Control,” calculated assuming all metrics had been met at target levels and prorated based on his departure date of June 2, 2025. Long-Term Equity Incentive Awards Annual grants of long-term equity incentive awards under our 2021 Plan are intended to incentivize and retain top quality management. Vesting terms are at the discretion of the Compensation Committee, but the awards granted in 2025 vest either on a time-based schedule (RSUs) one-third on the first, second, and third anniversaries of the grant date, or subject to the certification of market-based conditions by the Compensation Committee after a three-year period (PSUs), in each case subject to the recipient’s continuous service to the Company. We believe that these equity awards provide our executives with a strong link to long-term performance, create an ownership culture, and help to align the interests of our executives and stockholders. While our 2021 Plan allows for various award types, our existing grants to our named executive officers are comprised of RSUs and PSUs, and we currently have no plans to grant stock options. The vesting condition for PSUs awarded in 2025 is based on the three-year total shareholder return (TSR) of the Company relative to a peer group of publicly-traded companies determined by the Compensation Committee. The payout percentage of the 2025 PSU awards will be finally determined by the Compensation Committee within 90 days following the third anniversary of the grant date. The actual number of PSUs that will be eligible to vest is based on the following, with linear interpolation between achievement levels:

  34. Elements of Executive Compensation

    | Achievement Level | Relative TSR Percent Rank | Payout Percentage | | Maximum | 75th or greater | 200% | | Target | 50th | 100% | | Threshold | 25th | 50% | | | Less than 25th | —% |

  35. Elements of Executive Compensation

    For the purposes of the 2025 PSUs, TSR is calculated as a company’s stock price appreciation over the three years following the grant date, plus any dividends declared during the same period. The relative peer group for the 2025 PSUs approved by the Compensation Committee is:

  36. Elements of Executive Compensation

    | 2025 PSU Peer Companies | | | Papa John's International Inc. (PZZA) | Yum! Brands, Inc. (YUM) | | Wendy's Co. (WEN) | Domino’s Pizza, Inc. (DPZ) | | Jack in the Box Inc. (JACK) | Starbucks Corporation (SBUX) | | Krispy Kreme, Inc. (DNUT) | McDonald’s Corporation (MCD) | | Shake Shack Inc. (SHAK) | Darden Restaurants, Inc. (DRI) | | Celsius Holdings, Inc. (CELH) | Monster Beverage Corporation (MNST) | | CAVA Group, Inc. (CAVA) | Texas Roadhouse, Inc. (TXRH) | | Portillo's Inc. (PTLO) | Bloomin’ Brands, Inc. (BLMN) | | Sweetgreen, Inc. (SG) | Brinker International, Inc. (EAT) | | Wingstop Inc. (WING) | The Cheesecake Factory Incorporated (CAKE) | | El Pollo Loco Holdings, Inc. (LOCO) | BJ’s Restaurants, Inc. (BJRI) | | Chipotle Mexican Grill, Inc. (CMG) | First Watch Restaurant Group, Inc. (FWRG) | | Restaurant Brands International Inc. (QSR) | Dine Brands Global, Inc. (DIN) |

  37. Elements of Executive Compensation

    The Compensation Committee awarded these long-term incentives to our named executive officers in 2025 after careful review of market data and pay practices for comparable executive positions at our peer group of companies. Each named executive officer’s 2025 long-term incentive award was comprised of 50% RSUs and 50% PSUs by number of shares granted. The grant date fair value of long-term incentive awards for 2025 were as follows:

  38. Elements of Executive Compensation

    | Named Executive Officer | 2025 RSU Award ($) | 2025 PSU Award ($) | | Travis Boersma | — | — | | Christine Barone | 1,499,919 | 2,431,307 | | Joshua Guenser | 624,987 | 1,013,022 | | Victoria Tullett | 287,433 | 466,025 | | Tana Davila | 374,959 | 607,760 | | Sumi Ghosh | 374,959 | 607,760 |

  39. Elements of Executive Compensation

    Mr. Ghosh’s 2025 long-term incentive awards were unvested and forfeited upon his departure from the Company on June 2, 2025. The Compensation Committee believes Mr. Boersma’s interests are sufficiently aligned with long-term performance and stockholder interests; accordingly, Mr. Boersma did not receive RSUs or PSUs in 2025 and is not currently eligible for long-term incentive awards. Signing Bonus In 2024, Mr. Ghosh received a $250,000 signing bonus from the Company in connection with the commencement of his employment, which was repayable to the Company in full (on a pretax, gross basis) if he resigned his employment with the Company without “good reason” or the Company terminated his employment for “cause” within two years after his first day of employment on January 15, 2024. Mr. Ghosh was not required to repay his signing bonus in connection with his departure on June 2, 2025. Other Compensation In general, all of our currently employed named executive officers are eligible to participate in our employee benefit plans, including our 401(k) plan and medical, dental, vision, disability, and life insurance plans, in each case on the same basis as our other eligible employees. We also provide limited benefits to our currently employed named executive officers, other than Mr. Boersma, to assist with their duties, including a stipend to cover cell phone usage and internet and “coffee cash” to be used to purchase items in our shops. Otherwise, we generally do not provide perquisites or personal benefits to our named executive officers. Our currently employed named executive officers are eligible to participate in our 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation, which we currently match 100% up to the first 4% of eligible compensation in order to attract and retain employees with superior talent. Employees are immediately and fully vested in all contributions. In addition, Mr. Ghosh was eligible to receive reimbursement for relocation expenses of up to $200,000 (plus a gross-up amount to offset any tax liability arising from such reimbursement), in connection with the commencement of his employment. A portion of such relocation expenses were reimbursed during 2025.

  40. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices Our compensation programs are designed to maintain an appropriate balance between long-term and short-term incentives by utilizing a combination of compensation elements, including base salary, annual cash bonus, and long-term equity incentive awards. Although not all employees may have compensation comprising all three elements, our compensation programs are generally structured so that any short-term cash incentives are not likely to constitute the predominant element of an employee’s total compensation. We believe that the mix and design of elements of executive compensation do not encourage management to assume excessive risks, and that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Significant compensation decisions, including decisions concerning the compensation of our named executive officers, include subjective considerations by our Compensation Committee or our Board of Directors, which restrain the influence of formulae or objective factors on excessive risk taking. The mix of short-term and long-term compensation elements also prevents undue focus on short-term results and helps align the interests of our named executive officers with those of our stockholders.

  41. Travis Boersma

    Travis Boersma Mr. Boersma’s current annual base salary remains $1,500,000, and an annual cash bonus component was added to his compensation during 2025 by a special committee of the Board composed entirely of independent directors. In 2025, Mr. Boersma was eligible for an annual cash bonus with a target of 10% of his base salary, up to a maximum of 20% of his base salary, for the applicable year based on the achievement of performance objectives determined by the Board (or the Compensation Committee), which were the same metrics and targets as the Company’s other executive officers. Mr. Boersma is an at-will employee and is eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs. Mr. Boersma is not eligible for any benefits under the terms of our Severance Plan (as defined below). We have no employment agreement or offer letter with Mr. Boersma, and we currently do not anticipate entering into one in the future.

  42. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to or earned by our named executive officers for the years ended December 31, 2025, 2024, and 2023.

  43. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) 1 | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)2 | Total ($) | | Travis Boersma | | | | | | | | | Co-Founder and Executive Chairman | 2025 | 1,500,000 | — | — | 300,000 | 385 | 1,800,385 | | | 2024 | 1,500,000 | — | — | — | — | 1,500,000 | | | 2023 | 1,500,000 | — | — | — | 59 | 1,500,059 | | Christine Barone 3 | | | | | | | | | Chief Executive Officer and President | 2025 | 850,000 | — | 3,931,225 | 1,870,000 | 17,006 | 6,668,231 | | | 2024 | 750,000 | 900,000 | 1,799,990 | 1,500,000 | 18,410 | 4,968,400 | | | 2023 | 565,814 | — | 3,124,975 | 507,021 | 15,891 | 4,213,701 | | Joshua Guenser | | | | | | | | | Chief Financial Officer | 2025 | 550,000 | — | 1,638,009 | 825,000 | 17,702 | 3,030,711 | | | 2024 | 478,958 | — | 2,029,962 | 825,000 | 202,405 | 3,536,325 | | | 2023 | — | — | — | — | — | — | | Victoria Tullett | | | | | | | | | Chief Legal Officer | 2025 | 450,000 | — | 753,458 | 450,000 | 16,785 | 1,670,243 | | | 2024 | 450,000 | — | 799,992 | 450,000 | 187,460 | 1,887,453 | | | 2023 | 450,000 | — | 449,971 | 202,500 | 8,599 | 1,111,070 | | Tana Davila | | | | | | | | | Chief Marketing Officer | 2025 | 525,000 | — | 982,719 | 630,000 | 17,492 | 2,155,212 | | | 2024 | 500,000 | — | 499,999 | 500,000 | 14,507 | 1,514,506 | | | 2023 | 278,409 | 139,041 | 821,750 | — | 2,074 | 1,241,274 | | Sumi Ghosh 4 | | | | | | | | | Former President of Operations | 2025 | 220,938 | 250,000 | 982,719 | — | 449,580 | 1,903,236 | | | 2024 | 481,061 | — | 1,299,991 | 600,000 | 271,848 | 2,652,900 | | | 2023 | — | — | — | — | — | — |

  44. Summary Compensation Table

    _________________ 1Amounts shown in this column represent the aggregate grant date fair value of RSUs and PSUs as computed in accordance with FASB ASC 718. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2025 Annual Report. 2 Represents the following:

  45. Summary Compensation Table

    | Name | Year | Company-paid 401(k) matching contributions ($) | Company-paid life and long-term disability insurance premiums ($) | Cell phone stipend ($) | “Coffee cash” allowances ($) | Moving Expenses ($) | Fringe Benefits ($) 1 | Healthcare Allowance ($) | Severance Payments ($) 2 | Total All Other Compensation ($) | | Mr. Boersma | 2025 | — | 385 | — | — | | | | | 385 | | Ms. Barone | 2025 | 14,167 | 385 | 1,200 | 1,200 | — | 54 | | | 17,006 | | Mr. Guenser | 2025 | 14,917 | 385 | 1,200 | 1,200 | — | | | | 17,702 | | Ms. Tullett | 2025 | 14,000 | 385 | 1,200 | 1,200 | — | | | | 16,785 | | Ms. Davila | 2025 | 14,042 | 385 | 1,200 | 1,200 | — | 536 | 130 | | 17,492 | | Mr. Ghosh | 2025 | 4,463 | 129 | 500 | 450 | 5,479 | 268 | | 438,291 | 449,580 |

  46. Summary Compensation Table

    1 Fringe benefits includes gift cards, the value of other gifts such as personalization of Dutch Bros merchandise, birthday gifts, and meals, and includes cash paid as a gross-up amount to cover taxes on such benefits. 2 Mr. Ghosh’s severance payments include a prorated annual bonus for 2025, calculated assuming all metrics had been met at target levels, of $132,041 and $306,250 in continuing base salary payments, in accordance with Mr. Ghosh’s separation agreement, as described above under “Employment Arrangements.” 3 Ms. Barone received a signing bonus from the Company in connection with the commencement of her employment in 2023, which was repayable to the Company in full (on a pretax, gross basis) if she resigned her employment without “good reason” or the Company terminated her employment for “cause” within one year after her first day of employment. Ms. Barone earned the signing bonus, and the repayment condition with respect to the signing bonus lapsed, on February 6, 2024. 4 Mr. Ghosh served as our President of Operations from January 15, 2024 to June 2, 2025. Mr. Ghosh received a signing bonus from the Company in connection with the commencement of his employment in 2024, which was repayable to the Company in full (on a pretax, gross basis) if he resigned his employment without “good reason” or the Company terminated his employment “for cause” within two years after his first day of employment. The repayment condition with respect to the signing bonus lapsed on June 2, 2025 upon termination of his employment.

  47. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding annual incentives granted to our named executive officers during the year ended December 31, 2025.

  48. Grants of Plan-Based Awards

    | Name | Type of Award Granted | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1 | | | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards ($) 2 | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Travis Boersma | STI | — | 75,000 | 150,000 | 300,000 | | | | Christine Barone | RSU 3 | 2/20/2025 | | | | 18,285 | 1,499,919 | | | PSU 4 | 2/20/2025 | | | | 18,286 | 2,431,307 | | | STI | — | 467,500 | 935,000 | 1,870,000 | | | | Joshua Guenser | RSU 3 | 2/20/2025 | | | | 7,619 | 624,987 | | | PSU 4 | 2/20/2025 | | | | 7,619 | 1,013,022 | | | STI | — | 206,250 | 412,500 | 825,000 | | | | Victoria Tullett | RSU 3 | 2/20/2025 | | | | 3,504 | 287,433 | | | PSU 4 | 2/20/2025 | | | | 3,505 | 466,025 | | | STI | — | 112,500 | 225,000 | 450,000 | | | | Tana Davila | RSU 3 | 2/20/2025 | | | | 4,571 | 374,959 | | | PSU 4 | 2/20/2025 | | | | 4,571 | 607,760 | | | STI | — | 157,500 | 315,000 | 630,000 | | | | Sumi Ghosh 5 | RSU 3 | 2/20/2025 | | | | 4,571 | 374,959 | | | PSU 4 | 2/20/2025 | | | | 4,571 | 607,760 | | | STI | — | 157,500 | 315,000 | 630,000 | | |

  49. Grants of Plan-Based Awards

    1 Each named executive officer is entitled to an annual cash bonus based on the achievement of performance metrics (STI). The “Threshold” column reflects amounts that would be paid if the performance metrics were achieved at the minimum level required to receive any payout. The “Target” column reflects amounts that would be paid if the performance metrics were each achieved at 100%. The “Maximum” column reflects amounts that would be paid if the performance metrics were achieved at the maximum level. Annual cash bonuses paid during 2025 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. 2 Amounts shown in this column represent the aggregate grant date fair value of RSUs and PSUs as computed in accordance with FASB ASC 718. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2025 Annual Report. 3 RSUs awarded on February 20, 2025 vest 1/3 on the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each vesting date. Grant date fair value of RSUs was based on $82.03 per share, the closing market price per share on February 20, 2025. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2025 Annual Report. 4 PSUs awarded February 20, 2025 vest upon certification of the achievement of performance conditions by the Compensation Committee within a maximum of 90 days following the third anniversary of the grant date. Grant date fair value of PSUs was based on a Monte Carlo simulation model as of February 20, 2025. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2025 Annual Report. 5 Mr. Ghosh’s equity grants remained unvested and were forfeited upon his departure on June 2, 2025.

  50. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  51. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of shares of stock that have not vested (#) 1, 2 | Market value of shares of stock that have not vested ($) 3 | Equity incentive plan awards: Number of unearned units that have not vested (#) 4 | Equity incentive plan: market value of unearned units that have not vested ($) 5 | | Travis Boersma | — | — | — | — | — | | Christine Barone | 3/1/2023 | 29,306 | 1,794,113 | — | — | | | 3/1/2023 | 19,537 | 1,196,055 | — | — | | | 3/1/2024 | 40,445 | 2,476,043 | — | — | | | 2/20/2025 | 18,285 | 1,119,408 | — | — | | | 2/20/2025 | — | — | 18,286 | 1,685,603 | | Joshua Guenser | 3/1/2024 | 22,806 | 1,396,183 | — | — | | | 3/1/2024 | 22,806 | 1,396,183 | — | — | | | 2/20/2025 | 7,619 | 466,435 | — | — | | | 2/20/2025 | — | — | 7,619 | 702,319 | | Victoria Tullett | 3/1/2023 | 7,033 | 430,560 | — | — | | | 3/1/2024 | 17,976 | 1,100,491 | — | — | | | 2/20/2025 | 3,504 | 214,515 | — | — | | | 2/20/2025 | — | — | 3,505 | 323,091 | | Tana Davila | 7/1/2023 | 5,655 | 346,199 | — | — | | | 7/1/2023 | 8,787 | 537,940 | — | — | | | 3/1/2024 | 11,235 | 687,807 | — | — | | | 2/20/2025 | 4,571 | 279,837 | — | — | | | 2/20/2025 | — | — | 4,571 | 421,355 | | Sumi Ghosh 6 | — | — | — | — | — |

  52. Outstanding Equity Awards at Fiscal Year-End

    _________________ 1RSUs awarded on March 1, 2023 and July 1, 2023 vest 50% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date, subject to the recipient’s continued service through each vesting date. 2RSUs awarded on March 1, 2024 and February 20, 2025 vest 1/3 on the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each vesting date. 3Market value of unvested RSUs was based on $61.22 per share, the closing market price per share on December 31, 2025. 4PSUs awarded February 20, 2025 vest upon certification of the achievement of performance conditions by the Compensation Committee within a maximum of 90 days following the third anniversary of the grant date. 5Market value of unvested PSUs was based on a Monte Carlo simulation model as of December 31, 2025. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2025 Annual Report. 6Mr. Ghosh’s unvested RSUs and PSUs were forfeited upon his departure on June 2, 2025.

  53. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control In September 2021, our Board adopted a Severance and Change in Control Plan, as further amended and restated by the Compensation Committee of the Board in October 2021 (the Severance Plan). Each of our named executive officers (other than Messrs. Boersma and Ghosh, as described below) is eligible to receive certain benefits under the terms of the Severance Plan. The Severance Plan provides for severance and change in control benefits to the named executive officers upon a “change in control termination” or a “regular termination”, as set forth on the tables below. Mr. Boersma is not eligible to participate in the Severance Plan. Mr. Ghosh departed from the Company effective June 2, 2025, and the compensation and benefits for which he was eligible under the Severance Plan upon his departure are described below. Messrs. Boersma and Ghosh have therefore been omitted from these tables.

  54. Potential Payments upon Termination or Change of Control

    | | Change in Control Termination | | | | | | | Number of months base salary1 | Annual target bonus percentage2 | Pro-rated target bonus | Number of months benefits paid3 | Equity vesting acceleration4 | | Christine Barone | 24 | 100% | Yes | 18 | 100% | | Joshua Guenser | 12 | 100% | Yes | 12 | 100% | | Victoria Tullett | 12 | 100% | Yes | 12 | 100% | | Tana Davila | 12 | 100% | Yes | 12 | 100% |

  55. Potential Payments upon Termination or Change of Control

    | | Regular Termination | | | | | | | Number of months base salary5 | Annual target bonus percentage | Pro-rated target bonus | Number of months benefits paid | Equity vesting acceleration | | Christine Barone | 24 | — | Yes | 18 | — | | Joshua Guenser | 12 | — | Yes | 12 | — | | Victoria Tullett | 12 | — | Yes | 12 | — | | Tana Davila | 12 | — | Yes | 12 | — |

  56. Potential Payments upon Termination or Change of Control

    1 Lump sum payment amount equal to the number of months of base salary. 2 Lump sum payment amount equal to a percentage of annual target cash bonus. 3 Payment of premiums for health plan continuation coverage under COBRA for the applicable number of months. 4 Immediate vesting in full of any unvested equity awards, including performance-based awards deemed achieved at target level. 5 Payments made in accordance with Company’s regular payroll practices over length of severance period. In addition, if any of our named executive officers, except for Messrs. Boersma and Ghosh, is terminated as a result of death or “disability” (as defined in the Severance Plan), they or their estate will be entitled to receive (i) a payment equal to a prorated portion of the named executive officer’s annual target cash bonus, and (ii) the acceleration in full of any outstanding equity awards (with any performance-based awards deemed vested at target level). All benefits under the Severance Plan are subject to the named executive officer’s (or, in the case of the named executive officer’s death or disability, his or her personal representative’s) execution of an effective release of claims against us. For purposes of the Severance Plan, a “regular termination” is an involuntary termination (i.e., a termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in the Severance Plan) that does not occur during the period of time beginning on the closing of, and ending 24 months following, a “change in control” (as defined in the 2021 Plan), or the “change in control period.” A “change in control termination” is a regular termination that occurs during the change in control period. The following table presents the compensation payable to each of our named executive officers, except for Messrs. Boersma and Ghosh, under the terms of the Severance Plan upon a regular termination, change in control termination, and termination of employment due to death or disability, assuming that the triggering event occurred on December 31, 2025. Due to a number of factors that affect the nature and amount of any potential payments or benefits, the actual amounts payable to each named executive officer may vary from the estimates listed below, and can only be determined at the actual time of the event.

  57. Potential Payments upon Termination or Change of Control

    | Name, Principal Position, and Triggering Event 1 | Salary ($) | Bonus ($) 2 | Prorated Bonus ($) 2 | Health Plan Continuation Coverage ($) | Vesting Acceleration ($) 3 | Total ($) | | Christine Barone | | | | | | | | Chief Executive Officer and President | | | | | | | | Regular Termination | 1,700,000 | — | 935,000 | 33,880 | — | 2,668,880 | | Change in Control Termination | 1,700,000 | 850,000 | 935,000 | 33,880 | 8,271,223 | 11,790,103 | | Death or Disability | — | — | 935,000 | — | 8,271,223 | 9,206,223 | | Joshua Guenser | | | | | | | | Chief Financial Officer | | | | | | | | Regular Termination | 550,000 | — | 412,500 | 20,899 | — | 983,399 | | Change in Control Termination | 550,000 | 412,500 | 412,500 | 20,899 | 3,961,121 | 5,357,021 | | Death or Disability | — | — | 412,500 | — | 3,961,121 | 4,373,621 | | Victoria Tullett | | | | | | | | Chief Legal Officer | | | | | | | | Regular Termination | 450,000 | — | 225,000 | — | — | 675,000 | | Change in Control Termination | 450,000 | 225,000 | 225,000 | — | 2,068,657 | 2,968,657 | | Death or Disability | — | — | 225,000 | — | 2,068,657 | 2,293,657 | | Tana Davila | | | | | | | | Chief Marketing Officer | | | | | | | | Regular Termination | 525,000 | — | 315,000 | — | — | 840,000 | | Change in Control Termination | 525,000 | 315,000 | 315,000 | — | 2,273,137 | 3,428,137 | | Death or Disability | — | — | 315,000 | — | 2,273,137 | 2,588,137 |

  58. Potential Payments upon Termination or Change of Control

    1 Assuming the applicable triggering event occurred on December 31, 2025. 2 Bonus estimates are calculated as if all target metrics had been achieved. 3 For unvested RSUs, based on $61.22 per share, the closing market price per share on December 31, 2025, and for PSUs, based on a Monte Carlo simulation model as of December 31, 2025, and equity holdings as of December 31, 2025. Mr. Ghosh departed from the Company on June 2, 2025. His departure was considered a regular termination, and he received or will continue to receive the compensation and benefits for which he was eligible under the Severance Plan, consisting of: (i) Mr. Ghosh’s annual salary of $525,000, paid in accordance with the Company’s regular payroll practices, for a period of 12 months following his departure; (ii) a prorated bonus, calculated assuming all metrics had been met at target levels, of $132,041, paid within 30 days following his departure; and (iii) health plan continuation coverage for a period of 12 months following his departure. Amounts paid to Mr. Ghosh during 2025 pursuant to the Severance Plan are included in the “Other Compensation” column of the Summary Compensation Table.

  59. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company for the years ended December 31, 2025, 2024, 2023, 2022, and 2021 (the year of our IPO). For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  60. Pay versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First PEO ($) 1 | Summary Compensation Table Total for Second PEO ($) 2 | Compensation Actually Paid to First PEO ($) 1 3 | Compensation Actually Paid to Second PEO ($) 2 3 | Average Summary Compensation Table Total for Non-PEO NEOs ($) 4 | Average Compensation Actually Paid to Non-PEO NEOs ($) 4 5 | Total Shareholder Return ($) 6 | Peer Group Total Shareholder Return ($) 7 | Net Income (loss) ($, in thousands) 8 | Adjusted EBITDA ($, in thousands)9 | | 2025 | 6,668,231 | N/A | 8,180,884 | N/A | 2,189,850 | 2,365,528 | 166.90 | 131.30 | 117,275 | 302,554 | | 2024 | 4,968,400 | N/A | 8,369,224 | N/A | 2,197,234 | 3,270,881 | 142.80 | 124.68 | 66,450 | 230,283 | | 2023 | 1,916,628 | N/A | 2,832,321 | N/A | 2,074,150 | 2,235,642 | 86.34 | 96.55 | 9,952 | 160,062 | | 2022 | 1,114,060 | N/A | (10,603,081) | N/A | 910,478 | (5,481,343) | 76.85 | 68.46 | (19,253) | 91,181 | | 2021 | 62,432,892 | 1,500,060 | 84,765,609 | 1,500,060 | 35,049,344 | 47,823,598 | 138.79 | 109.67 | (117,931) | 84,132 |

  61. Pay versus Performance

    _________________ 1 Ms. Barone has served as our Principal Executive Officer (PEO) since January 1, 2024. Jonathan “Joth” Ricci served as our PEO from February 2021 to December 31, 2023. Amounts in this column reflect Ms. Barone’s total compensation reported for 2025 and 2024, and Mr. Ricci’s total compensation reported for 2021, 2022, and 2023 in the “Total” column of the Summary Compensation Table. 2 Mr. Boersma served as our PEO from February 2019 to February 2021. Amounts in this column reflect Mr. Boersma’s total compensation reported for 2021 in the “Total” column of the Summary Compensation Table. 3 The dollar amounts reported in this column represent the amount of “compensation actually paid” to Ms. Barone or Mr. Boersma, as applicable, as calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Barone or Mr. Boersma during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to each of their total compensation for each applicable year to determine the compensation actually paid:

  62. Pay versus Performance

    | | 2025 | | | | | Christine Barone ($) | | Summary Compensation Table Total | | 6,668,231 | | Subtract Summary Compensation Table Value of Stock Awards | | (3,931,225) | | Add Covered Year End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year End | | 2,805,011 | | Add Change in Fair Value as of Covered Year End (Compared to Prior Year End) of Prior Year Stock Awards that are Outstanding and Unvested at Covered Year End* | | 789,306 | | Add Vesting Date Fair Value of Stock Awards that were Granted and Vested during the Covered Year | | — | | Add Change in Fair Value as of Vesting Date (Compared to Prior Year End) of Prior Year Stock Awards that Vested during the Covered Year | | 1,849,561 | | Compensation Actually Paid | | 8,180,884 |

  63. Pay versus Performance

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Adjustments for pension, dividend payments, option awards, and forfeiture of stock awards that failed to vest are not covered, as the Company does not have supplemental executive retirement plans, does not pay dividends on equity awards, neither Mr. Boersma nor Ms. Barone was granted or held any option awards during 2025, 2024, 2023, 2022, or 2021, and no stock awards held by either Mr. Boersma or Ms. Barone were forfeited due to a failure to vest in 2025, 2024, 2023, 2022, or 2021. 4 The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding each PEO during the applicable year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the named executive officers included in such group for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2021, Brian Maxwell and John Graham; (ii) for 2022, Travis Boersma, Charles Jemley, Brian Maxwell, and John Graham; (iii) for 2023, Travis Boersma, Christine Barone, Charles Jemley, and Tana Davila; (iv) for 2024, Joshua Guenser, Sumi Ghosh, Victoria Tullett, Tana Davila, and Charles Jemley; and (v) for 2025, Joshua Guenser, Victoria Tullett, Tana Davila, and Sumi Ghosh. 5 The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding each PEO during the applicable year) in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such group of named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding each PEO during the applicable year) for each year to determine the compensation actually paid:

  64. Pay versus Performance

    | | 2025 | | | Non-PEO NEOs ($) | | Average Summary Compensation Table Total | 2,189,850 | | Subtract Average Summary Compensation Table Value of Stock Awards | (1,089,226) | | Add Average Covered Year End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year End | 601,888 | | Add Average Change in Fair Value as of Covered Year End (Compared to Prior Year End) of Prior Year Stock Awards that are Outstanding and Unvested at Covered Year End* | 212,819 | | Add Average Vesting Date Fair Value of Stock Awards that were Granted and Vested during the Covered Year | — | | Add Average Change in Fair Value as of Vesting Date (Compared to Prior Year End) of Prior Year Stock Awards that Vested during the Covered Year | 450,197 | | Average Compensation Actually Paid | 2,365,528 |

  65. Pay versus Performance

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Adjustments for pension, dividend payments, option awards, and forfeiture of stock awards that failed to vest are not covered, as the Company does not have supplemental executive retirement plans, does not pay dividends on equity awards, none of the applicable named executive officers was granted or held any option awards during 2025, 2024, 2023, 2022, or 2021, and no stock awards held by any of the applicable named executive officers for 2025, 2024, 2023, 2022 and 2021 were forfeited due to a failure to vest during such years. 6 Total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. No dividends have been declared on our Class A common stock to date. The measurement period for 2021 TSR commenced on September 15, 2021, the date our stock commenced trading on the New York Stock Exchange in connection with our IPO. 7 Represents peer group TSR. The peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Index (SP500.25). 8 The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. 9 Adjusted EBITDA is defined as EBITDA, excluding equity-based compensation, expenses associated with equity offerings, expenses associated with credit facility refinancing, executive transition costs, (gain) loss on the remeasurement of the liability related to the TRAs, sale of an aircraft, and organization realignment and restructuring costs. Adjusted EBITDA is a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDA to the most comparable GAAP measure, see section “Non-GAAP Financial Measures” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report. The Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance.

  66. CEO Pay Ratio

    CEO Pay Ratio As required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are providing the following disclosure of the ratio of the annual total compensation of Ms. Barone, our Chief Executive Officer for 2025, to the annual total compensation of the individual identified as our median employee. To identify the median employee as of December 31, 2025, we used the total cash compensation paid in 2025, as reported to the Internal Revenue Service on Form W-2 for each of our employees (excluding our Chief Executive Officer). We included all full time and part time employees, and annualized the base wages of employees who received pay for part of 2025 in order to reflect base wages if they had worked for the entire year. We believe using this consistently applied measure gives a reasonable comparison across functions. Once identified, we calculated the total compensation of the median employee for 2025 using the same rules that apply to reporting compensation of our named executive officers, and reflected in the Summary Compensation Table above. The median employee for 2025 was a part time Shift Lead Broista, averaging 20 hours per week and working in Lawrence, Kansas, and their total compensation for 2025 was $20,025. Ms. Barone’s total compensation for 2025, as reported in the Summary Compensation Table, was $6,668,231. Therefore, the ratio of our Chief Executive Officer’s annual total compensation for 2025 to that of our median employee was 333:1. The SEC rules governing this disclosure allow companies to apply different methodologies, exclusions, assumptions, adjustments, and estimates to reflect their compensation practices. For this reason, the pay ratio reported by other companies may not be comparable to the one we have disclosed.

  67. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the laws of the state of Delaware. In addition, we have entered into an indemnification agreement with each of our directors and executive officers. These agreements provide, among other things, that we will indemnify the executive officer or director, under the circumstances and to the extent provided for in the indemnification agreement, for expenses, damages, judgments, fines, and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer, or other agent of our company, and otherwise to the fullest extent permitted under Delaware law and our amended and restated bylaws. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.