Boston Beer (NYSE: SAM) CMO exit includes severance, bonus and benefits

Rhea-AI Filing Summary

The Boston Beer Company disclosed a leadership change and related separation terms for its Chief Marketing Officer. The company and Lesya Lysyj agreed she will step down as CMO effective March 6, 2026, and remain in an advisory role through September 30, 2026. On February 10, 2026, they executed a Separation Agreement covering her transition.

In exchange for a general release of claims and reaffirmation of confidentiality, non-compete, and non-solicitation obligations, Boston Beer will pay severance equal to 13 weeks of salary based on her current rate of $21,607.49 per bi-weekly pay period, in six equal installments plus one installment of $10,803.75. She will also receive her 2025 cash bonus, subject to approval by the Board’s Compensation Committee, in a lump-sum payment in March 2026. The company will pay or reimburse up to $45,000 for mutually agreed third-party training and/or legal fees and continue paying its portion of her medical, vision, and dental premiums through September 30, 2026, and, if she elects COBRA, through December 31, 2026.

Insights

Corporate governance and compensation analyst

Boston Beer outlines a structured CMO transition with standard executive severance terms.

The company is managing the departure of its Chief Marketing Officer through a defined Separation Agreement. The agreement sets Ms. Lysyj’s exit as CMO on March 6, 2026, with continued advisory services through September 30, 2026, which may help preserve marketing continuity.

Compensation elements include 13 weeks of salary based on a bi-weekly rate of $21,607.49, a 2025 cash bonus approved by the Compensation Committee, and up to $45,000 for training and legal fees. Extended health benefits through at least September 30, 2026 support a smoother transition and reflect typical senior executive arrangements.

From a governance perspective, the release of claims and reaffirmation of confidentiality, non-compete, and non-solicitation duties help protect Boston Beer during and after the leadership change. Subsequent disclosures in company filings may provide further detail on any successor leadership in marketing.

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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): February 04, 2026

The Boston Beer Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts			001-14092	04-3284048
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
One Design Center Place Suite 850
Boston, Massachusetts				02210
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 368-5000

(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:

☐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(s)		Name of each exchange on which registered
Class A Common Stock. $0.01 par value		SAM		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2026, the Company and Lesya Lysyj agreed that she would step down from her position as Chief Marketing Officer effective March 6, 2026, remaining with the company in an advisory capacity through September 30, 2026. On February 10, 2026, Ms. Lysyj and the Company entered into a separation agreement (the “Separation Agreement”), outlining the details of her transition and departure. Under the terms of the Separation Agreement, and subject to certain conditions set forth therein:

•Ms. Lysyj provided a general release of claims against the Company and reaffirmed that she will continue to comply with the confidentiality, non-compete, and non-solicitation obligations in her employment agreement with the Company;

•The Company will pay Ms. Lysyj an amount equal to thirteen (13) weeks of her salary at her current salaried rate ($21,607.49 per bi-weekly pay period) in six equal installments, and one (1) installment of $10,803.75, less applicable federal, state, local, and other employment-related deductions;

•The Company will pay Ms. Lysyj her 2025 cash bonus, to be approved by the Compensation Committee of the Board of Directors, less applicable federal, state, local and other employment related deductions, in a lump sum payment in March 2026;

•The Company will pay or reimburse Ms. Lysyj up to $45,000 for mutually agreed upon third-party training and/or legal fees; and

•The Company will continue to pay its portion of the premium for Ms. Lysyj’s health benefits (including medical, vision, and dental benefits) through September 30, 2026, and, if she elects COBRA, through December 31, 2026.

The foregoing description is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.	Description
10.1	Separation Agreement and General Release between Lesya Lysyj and the Company effective February 10, 2026
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

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.

			The Boston Beer Company, Inc.
Date:	February 10, 2026	By:	/s/ C. James Koch
			Name: C. James Koch Title: Chairman, President & CEO

FAQ

What executive change did The Boston Beer Company (SAM) disclose in this 8-K?

The Boston Beer Company reported that Chief Marketing Officer Lesya Lysyj will step down effective March 6, 2026. She will continue in an advisory capacity through September 30, 2026, under a Separation Agreement that sets out her transition, severance payments, benefits, and ongoing obligations.

What severance pay will Boston Beer (SAM) provide to departing CMO Lesya Lysyj?

Boston Beer will pay Ms. Lysyj severance equal to 13 weeks of salary. This is based on her current salaried rate of $21,607.49 per bi-weekly pay period, paid in six equal installments plus one additional installment of $10,803.75, all subject to applicable deductions.

Will Boston Beer (SAM) pay a bonus to former CMO Lesya Lysyj after her departure?

Yes. Boston Beer will pay Ms. Lysyj her 2025 cash bonus in a lump sum in March 2026. The payment remains subject to approval by the Compensation Committee of the Board of Directors and will be reduced by required tax and employment-related withholdings.

What additional financial support does Boston Beer (SAM) provide to Lesya Lysyj in the Separation Agreement?

Boston Beer agreed to pay or reimburse up to $45,000 for third-party training and/or legal fees. These expenses must be mutually agreed upon, giving Ms. Lysyj professional and legal support as she transitions from her Chief Marketing Officer role.

How long will Boston Beer (SAM) continue health benefits for former CMO Lesya Lysyj?

Boston Beer will continue paying its share of Ms. Lysyj’s health premiums through September 30, 2026. If she elects COBRA coverage, the company will continue paying its portion of premiums through December 31, 2026, covering medical, vision, and dental benefits.

What obligations does Lesya Lysyj reaffirm in her Separation Agreement with Boston Beer (SAM)?

Ms. Lysyj provided a general release of claims and reaffirmed key contractual obligations. She agreed to continue complying with confidentiality, non-compete, and non-solicitation provisions from her employment agreement, supporting Boston Beer’s protections around its business relationships and proprietary information.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 75.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB