Boston Beer (SAM) plans $25M buyback as director Spillane retires from board

Rhea-AI Filing Summary

The Boston Beer Company, Inc. reported two corporate updates. Director Michael Spillane informed the Board he will not stand for re-election and will retire from the Board at the conclusion of the 2026 Annual Meeting of Stockholders, and his decision was stated as not due to any disagreements regarding operations, policies, or practices.

The company also entered into a Rule 10b5-1 plan on March 10, 2026 to repurchase up to $25 million of its Class A Common Stock during the period from March 30, 2026 through June 26, 2026, providing an authorized framework for share buybacks over that timeframe.

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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): March 10, 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 March 13, 2026, Michael Spillane informed the Chairman of the Board of Directors of the Company that he will not stand for re-election as a Director of the Company at the end of his current term and will retire from the Board effective as of the conclusion of the Company’s 2026 Annual Meeting of Stockholders. Mr. Spillane’s decision not to stand for re-election was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 8.01 Other Events.

On March 10, 2026, the Company entered into a 10b5-1 plan to repurchase up to $25 million of the Company’s Class A Common Stock during the period commencing March 30, 2026 and ending June 26, 2026.

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:	March 16, 2026	By:	/s/ C. James Koch
			Name: C. James Koch Title: Chairman, President & CEO

FAQ

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

The company disclosed that Director Michael Spillane will not stand for re-election and will retire from the Board at the conclusion of the 2026 Annual Meeting of Stockholders. His decision was explicitly noted as not stemming from any disagreements with the company.

Did Michael Spillane cite any disagreements with The Boston Beer Company (SAM)?

No, Michael Spillane’s decision not to stand for re-election was stated as not due to any disagreements with The Boston Beer Company on matters related to its operations, policies, or practices. This suggests an orderly, non-contentious transition from the Board.

What share repurchase plan did The Boston Beer Company (SAM) adopt?

The Boston Beer Company adopted a Rule 10b5-1 plan authorizing repurchases of up to $25 million of its Class A Common Stock. This plan sets a structured approach for buybacks within a defined period under pre-established trading instructions.

Over what dates will The Boston Beer Company (SAM) 10b5-1 repurchase plan run?

The 10b5-1 share repurchase plan covers the period from March 30, 2026 through June 26, 2026. During this window, the company may buy back up to $25 million of its Class A Common Stock according to the plan’s predetermined parameters.

What type of stock is covered by The Boston Beer Company (SAM) buyback plan?

The buyback plan covers The Boston Beer Company’s Class A Common Stock. Under the Rule 10b5-1 arrangement entered into on March 10, 2026, the company may repurchase shares of this class up to an aggregate cap of $25 million during the specified term.

Who signed The Boston Beer Company (SAM) 8-K describing these changes?

The 8-K was signed on behalf of The Boston Beer Company by C. James Koch in his capacity as Chairman, President and Chief Executive Officer. His signature indicates the company’s formal authorization and submission of the disclosed board and repurchase plan updates.

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