SAM: $1.2M RSU to CFO and $50M 10b5-1 Share Repurchase Plan

Rhea-AI Filing Summary

The Boston Beer Company reported two corporate actions tied to leadership stability and capital allocation. The Board granted Treasurer and Chief Financial Officer Diego Reynoso a restricted stock unit award valued at approximately $1.2 million on the grant date, with the number of RSUs set using the closing market price on the prior business day. The award will vest 100% on August 11, 2026 only if Mr. Reynoso remains employed through that date, and the company states the purpose is retention and to maintain stability during the current CEO transition.

Separately, the company entered into a 10b5-1 plan to repurchase up to $50 million of its Class A Common Stock during the period commencing September 29, 2025 and ending December 26, 2025. The filing discloses these discrete actions but provides no additional financial results, share counts, or details on execution mechanics beyond the plan amount and timeframe.

Positive

• Retention-focused RSU: Treasurer/CFO Diego Reynoso received an RSU valued at $1.2 million, intended to retain key finance leadership during the CEO transition
• Defined share repurchase program: Company adopted a 10b5-1 plan to repurchase up to $50 million of Class A Common Stock between Sept 29, 2025 and Dec 26, 2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Board approved a $1.2M retention RSU for the CFO and a $50M 10b5-1 repurchase plan — both are materially relevant to shareholders.

The RSU award to the Treasurer/CFO is explicitly described as a retention tool tied to a one-year vesting condition, intended to support continuity amid a CEO transition. The announced $50 million 10b5-1 repurchase program establishes a finite window for buybacks, which may influence near-term share supply and demand dynamics. The filing contains no operating results or metrics, so the market impact will depend on execution size relative to float and timing; those specifics are not disclosed in this report.

Corporate Governance & Compensation Expert

TL;DR: The award is a short-term, retention-focused RSU and the company also set a defined repurchase window — both signal governance attention to transition risk.

The restricted stock award vests fully after one year contingent on continued employment, a straightforward retention structure explicitly tied to maintaining leadership stability. The communication of purpose in the filing is clear and limited to retention during a CEO transition. The 10b5-1 plan defines repurchase limits and dates but omits execution mechanics and the number of shares involved. From a governance standpoint, both actions are disclosed transparently though additional context on potential dilution or buyback pacing would be useful; that context is not provided here.

0000949870false00009498702025-08-112025-08-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

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 August 11, 2025, the Board of Directors of the Company, on the recommendation of the Compensation Committee, voted to grant a restricted stock award (“RSU”) to Treasurer and Chief Financial Officer Diego Reynoso for a number of Class A Shares valued at approximately $1.2 million ($1,200,000) on the Grant Date of August 11, 2025. The number of RSUs was determined on the Grant Date based on the closing market price of the Class A Shares on the business day prior to the Grant Date. The RSUs will vest as to 100% of the shares on August 11, 2026, contingent upon Mr. Reynoso’s continued employment by the Company on that date. The purpose of the award is retention and to maintain stability in light of the current CEO transition.

Item 8.01 Other Events.

On August 11, 2025, the Company entered into a 10b5-1 plan to repurchase up to $50 million of the Company’s Class A Common Stock during the period commencing September 29, 2025 and ending December 26, 2025.

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:	August 12, 2025	By:	/s/ Jim Koch
			Name: C. James Koch Title: Founder & Chairman

FAQ

What RSU was granted to Boston Beer (SAM) CFO Diego Reynoso?

The Board granted a restricted stock unit award valued at approximately $1.2 million on the grant date, with the number of RSUs determined using the closing market price on the prior business day.

When will the RSUs to Diego Reynoso vest?

The RSUs will vest 100% on August 11, 2026, contingent upon Mr. Reynoso's continued employment by the company on that date.

Why did Boston Beer grant the RSU to the CFO?

The filing states the purpose of the award is retention and to maintain stability in light of the current CEO transition.

What is the size and timing of the share repurchase plan announced by Boston Beer (SAM)?

The company entered into a 10b5-1 plan to repurchase up to $50 million of Class A Common Stock from September 29, 2025 through December 26, 2025.

How was the number of RSUs determined?

The number of RSUs was determined on the grant date based on the closing market price of the Class A Shares on the business day prior to the grant date.