Every 8-K that Boston Beer Company (SAM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SAM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SAM filings page.
BOSTON BEER CO INC (SAM) disclosed leadership changes in its finance organization. On August 17, 2026, Diego Reynoso notified the company that he is stepping down as Treasurer and Chief Financial Officer; the company states his departure is not related to any disagreement on operations, policies, or practices. Reynoso will remain through September 30, 2026 to support an orderly transition, and the Board has begun a formal search for a permanent replacement.
On August 20, 2026, the Board appointed Matthew D. Murphy, age 57, as interim Treasurer and Chief Financial Officer effective September 15, 2026, while he continues as Chief Accounting Officer and Vice President of Finance. Murphy has served as Chief Accounting Officer since 2015, Vice President of Finance since 2023, and previously acted as interim CFO and Treasurer from March to September 2023. An Offer Letter approved by the Compensation Committee on August 20, 2026 keeps his annual base salary at $419,359.41, with a bonus target of 50% of base salary at 100% “Bonus Scale” payout and a target annual equity value of $250,000. He is also eligible for an interim CFO transition cash bonus of up to $700,000, payable in four installments, contingent on continued employment as detailed in the Offer Letter.
The Boston Beer Company, Inc. adopted a Rule 10b5-1 stock repurchase plan on August 10, 2026. The plan authorizes the repurchase of up to $25 million of the company’s Class A Common Stock during a defined trading window commencing on September 28, 2026 and ending on December 25, 2026. The plan is intended to govern repurchases under pre-set instructions during this period.
The Boston Beer Company reported second quarter 2026 net revenue of $568.3 million, down 3.3% as depletions fell 6% and shipments declined 4.5%. Gross margin improved to 50.4%, up 60 basis points year over year. GAAP diluted EPS was $4.96, including a $1.31 per-share benefit from a favorable supplier-dispute litigation adjustment, and non-GAAP diluted EPS was $3.65.
For the first half of 2026, net revenue was $1.002 billion, down 3.8%, with depletions down 5% and shipments down 5.6%. Supplier-dispute litigation and related items produced $192.6 million of expense plus $5.4 million of legal costs, driving a GAAP diluted loss per share of $(8.99) versus non-GAAP diluted EPS of $5.28. The company ended the quarter with $265.5 million in cash and no debt, repurchased $54.1 million of Class A shares year to date, kept 2026 non-GAAP EPS guidance at $8.50–$10.50, and updated GAAP EPS loss guidance to $(6.23)–$(4.23).
The Boston Beer Company, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 27, 2026. Class A stockholders elected three Class A directors for one-year terms ending at the 2027 annual meeting, and Class B stockholder C. James Koch elected five Class B directors for similar one-year terms.
Class A stockholders considered an advisory resolution on executive compensation, with 2,418,918 votes for, 3,250,742 votes against, and 23,785 abstentions, so the proposal did not receive majority support. The Class B stockholder ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 26, 2026.
On May 28, 2026, the Board made committee assignments, including Cynthia L. Swanson as Audit Committee Chair, Joseph H. Jordan as Compensation Committee Chair, and Meghan V. Joyce as Nominating/Governance Committee Chair. The non-employee directors also reappointed Julio N. Nemeth as Lead Director.
The Boston Beer Company, Inc. reports an amended final judgment in its supplier dispute with Ardagh Metal Packaging USA Corp. The Court set damages at $175.5 million and pre-judgement interest at $15.5 million, for a combined pre-tax total of $191.0 million.
Previously, Boston Beer had recorded a non-recurring pre-tax litigation expense of $175.5 million and related pre-judgement interest expense of $36.5 million, totaling $212.0 million. The new ruling lowers recorded pre-judgement interest by $21.0 million, which the company estimates will favorably impact GAAP earnings per share by $1.52 per diluted share in the second quarter of 2026.
The company continues to deny breaching the contract and plans to pursue posttrial motions and appeals. Post-judgement interest from April 3, 2026 will accrue on the $191.0 million at an estimated statutory rate of 3.79%, and the company states it cannot estimate when or if damages and interest will ultimately be paid.
The Boston Beer Company, Inc. adopted a new share repurchase plan. On May 15, 2026, the company entered into a Rule 10b5-1 plan authorizing the repurchase of up to $25 million of its Class A Common Stock. The plan covers the period from June 29, 2026 through September 25, 2026, allowing shares to be repurchased under a pre-arranged trading program during that window.
The Boston Beer Company reported first quarter 2026 net revenue of $433.9 million, down 4.4%, as depletions fell 4% and shipments declined 6.9% to about 1.6 million barrels. Gross margin improved to 49.3%, up 1.0 percentage point from a year earlier.
The company recorded a GAAP net loss of $145.3 million, or ($13.88) per diluted share, driven by a previously announced non-recurring litigation expense totaling $216.0 million pre-tax, or $15.52 per share. Excluding this item, non-GAAP diluted earnings per share were $1.64.
Boston Beer ended the quarter with $164.1 million in cash and no debt and repurchased $31.2 million of Class A shares year-to-date. For full-year 2026, it now expects depletions and shipments to decline low- to mid-single digits, gross margin of 48–50%, GAAP EPS between ($7.02) and ($5.02), and non-GAAP EPS between $8.50 and $10.50.
The Boston Beer Company, Inc. reports that a jury in federal court returned a verdict in favor of Ardagh Metal Packaging USA Corp., awarding Ardagh approximately $175.5 million in damages on a contract dispute over aluminum can purchase commitments from 2021 to 2025.
The company plans to record an estimated pre-tax one-time litigation expense liability of $175.5 million plus accrued interest, if assessed, and intends to pursue post-trial motions and potential appeals. Management expects any required payment to be funded with cash on hand and its credit facility, and does not expect a material impact on operating plans.
As of December 27, 2025, Boston Beer had $223.4 million in cash, no debt, and $150.0 million available on its existing line of credit. The company also expects to maintain its previously announced $25 million share repurchase plan running from March 30 to June 26, 2026.
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.
The Boston Beer Company reported mixed fourth-quarter and full-year 2025 results, showing weaker volumes but stronger profitability. For the fourth quarter, depletions fell 6% and shipments declined 7.5%, with net revenue down 4.1% to $385.7 million. The company posted a net loss of $22.5 million, with a diluted loss per share of $2.12, while gross margin improved to 43.5%, up 360 basis points, helped by brewery efficiencies, procurement savings, and pricing.
For full year 2025, net revenue declined 2.4% to $1.965 billion, and depletions and shipments fell 4% and 4.7%, respectively. However, gross margin expanded to 48.5%, up 410 basis points from 2024. Net income rose to $108.5 million with diluted earnings of $9.89 per share, largely reflecting the absence of prior-year impairment and contract settlement charges; excluding those items, net income dipped modestly. The company generated $270.2 million in operating cash flow, ended the year with $223.4 million in cash and no debt, and repurchased $199.2 million of shares in 2025.
For 2026, Boston Beer projects depletions and shipments to be flat to down mid-single digits, gross margin between 48% and 50%, and diluted EPS in a range of $8.50 to $11.00, while planning higher advertising and selling investment and absorbing tariff costs of $20 to $30 million.
The Boston Beer Company detailed 2025 bonuses and 2026 compensation plans for its Named Executive Officers. For 2025, the Board approved cash bonuses of $874,281 for Michael Spillane, $455,373 for Diego Reynoso, $461,246 for Philip Hodges, $252,663 for Michael Crowley, and $238,112 for Tara Heath, to be paid around March 4, 2026. James Koch waived 2025 cash bonuses and will also forgo a 2026 base salary and long-term equity awards.
For 2026, base salaries were set at $662,002 for Reynoso, $824,000 for Hodges, $463,500 for Crowley, and $437,750 for Heath, each a 3% increase effective March 2, 2026. The Board also approved 2026 RSU awards for Reynoso, Crowley, and Heath, split between time-based and performance-based units with grant-date values of $650,000 each of time- and performance-based RSUs for Reynoso, and $250,000 of each type for Crowley and Heath, with vesting tied partly to revenue growth through fiscal 2028 and employment continuity. 2026 cash bonus targets and company performance goals were also set using depletions, EBIT, and cost savings metrics.
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.
The Boston Beer Company (SAM) adopted a Rule 10b5-1 share repurchase plan. The plan authorizes the repurchase of up to $25 million of Class A Common Stock during the window commencing December 29, 2025 and ending March 27, 2026.
A 10b5-1 plan pre-sets trading instructions so purchases can occur on a scheduled basis, independent of day-to-day management decisions. The announcement outlines a maximum dollar amount and specific dates; actual repurchases will occur pursuant to the plan’s preset parameters.
The Boston Beer Company (SAM) announced leadership changes in its people organization. Carolyn L. O’Boyle will step down as Chief People Officer after more than five years, remaining through November 7, 2025 to support an orderly transition. The company stated her departure is not related to any disagreement regarding operations, policies, or practices.
On October 29, 2025, the Board appointed Laura J. Boynton as Chief People Officer. Boynton has held human resources roles at the company since 2001, most recently serving as Sr. Director of HR Business Partners since August 2024. She will oversee people and culture initiatives and report to CEO C. James Koch and COO Philip A. Hodges. The company noted there is no arrangement or understanding behind her appointment, no family relationships with directors or executive officers, and no related-party transactions requiring disclosure.
The Boston Beer Company (SAM) furnished financial information for the third quarter of 2025 on October 23, 2025 through an earnings release attached as Exhibit 99 to a Form 8-K.
The company stated this information is being furnished, not filed, and therefore is not subject to Section 18 liability of the Exchange Act nor incorporated by reference unless expressly stated. The filing also includes the Cover Page Interactive Data File (Exhibit 104). The 8-K was signed by CFO Diego Reynoso.
The Boston Beer Company (SAM) filed an 8-K/A announcing immediate leadership changes and updating a prior report. Philip A. Hodges was named Chief Operating Officer, expanding from supply chain to oversee day-to-day operations and margin initiatives, reporting to President and CEO C. James Koch. The amendment also corrects the earliest event date tied to Board approval and clarifies Mr. Hodges’ prior roles.
Mr. Hodges’ Offer Letter (effective October 20, 2025) includes an annual base salary of $800,000 and a bonus target equal to 100% of base salary at the 100% payout level under 2025 Company Goals, prorated for 2025. In lieu of annual long-term equity, he will receive a one-time stock option valued at approximately $9,000,000 and an RSU award valued at approximately $3,000,000, both granted on October 28, 2025, with one-third vesting on January 1 of 2026, 2027, and 2028. The option’s exercise price equals the prior day’s closing price and expires on October 27, 2035 or three years after employment ends, whichever is earlier. Certain partial accelerations apply if his O-1 Visa is revoked without his fault or upon a qualifying Change in Control. Philip E. Savastano was promoted to Chief Supply Chain Officer.
Boston Beer (SAM) announced immediate leadership changes. Philip A. Hodges was named Chief Operating Officer, expanding from supply chain to oversee day-to-day operations across functions and report to Chairman, President & CEO C. James Koch. The Board approved his terms on October 16, 2025, and his Offer Letter is effective October 20, 2025.
Hodges’ annual base salary is $800,000, with a bonus target equal to 100% of base at the 100% payout level under 2025 Company Goals. In lieu of annual long‑term equity, he will receive two one-time awards granted October 28, 2025: stock options valued at approximately $9,000,000 at a per‑share exercise price set by the prior day’s closing price, and RSUs valued at approximately $3,000,000. Both awards vest one‑third on January 1 of 2026, 2027, and 2028. Awards include partial accelerated vesting if his O‑1 Visa is revoked without his actions and employment ends, or upon a Change in Control that eliminates the COO role without cause. Philip E. Savastano was promoted to Chief Supply Chain Officer, reporting to Hodges.
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.