Boston Beer (NYSE: SAM) CMO granted options, shares withheld for tax

Rhea-AI Filing Summary

Boston Beer’s Chief Marketing Officer Lesya Lysyj received a grant related to a March 1, 2023 performance-based stock option for 566 shares, bringing her total option holdings of that grant to 1,131. On the same date, 383 Class A shares were withheld at $226.78 per share to satisfy taxes on vesting restricted stock units. Footnotes note that 1,293 RSUs vested on March 1, 2026 and that her holdings include 9,465 restricted shares still subject to vesting conditions.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lysyj Lesya

(Last) (First) (Middle)

C/O THE BOSTON BEER COMPANY, INC.

ONE DESIGN CENTER PLACE SUITE 850

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOSTON BEER CO INC [ SAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common	03/01/2026		F(1)		383	D	$226.78	16,505(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
March 1, 2023 Stock Option	$323.8	03/01/2026		A		566		03/01/2025(3)	02/28/2033	Class A Common	1,697	$0.00	1,131	D

Explanation of Responses:

1. The Issuer net withheld the vesting of a percentage of shares to satisfy the tax obligations of the Reporting Person flowing from the vesting of Restricted Stock Units ("RSUs"). The Reporting Person had a total of 1,293 RSUs vest on March 1, 2026.

2. The shares reported include 9,465 shares of restricted stock subject to vesting conditions.

3. The Performance-Based Stock Options were granted pursuant to the Issuer's Employee Equity Incentive Plan ("EEIP") on March 1, 2023. The extent to which the options were exercisable was dependent upon the Company achieving certain compounded annual growth rate targets based on net revenue growth in Fiscal Year 2024 over Fiscal Year 2022. In February 2025, the Compensation Committee determined that the performance criteria had been achieved, and as such the options will vest in three equal installments on March 1 in the years 2025-2027, contingent on the Reporting Person's continued employment with the Issuer on the applicable vesting dates.

Remarks:

	Michael G. Andrews under POA for the benefit of Lesya Lysyj	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Boston Beer (SAM) report for Lesya Lysyj?

Boston Beer reported mixed equity transactions for Chief Marketing Officer Lesya Lysyj. She was credited with 566 performance-based stock option shares and had 383 Class A shares withheld to cover tax obligations tied to vesting restricted stock units on March 1, 2026.

How many restricted stock units vested for Boston Beer’s CMO on March 1, 2026?

1,293 restricted stock units vested for Chief Marketing Officer Lesya Lysyj on March 1, 2026. To cover related tax obligations, the issuer net withheld 383 Class A shares, rather than requiring a separate cash payment, according to the filing’s explanatory footnote.

What is the size and status of Lesya Lysyj’s performance-based stock options at Boston Beer?

Lysyj holds 1,131 performance-based stock option shares from a March 1, 2023 grant. These options vest in three equal installments on March 1 of 2025, 2026, and 2027, contingent on continued employment, after the compensation committee confirmed performance criteria were achieved in February 2025.

Why were 383 Boston Beer Class A shares disposed of in this Form 4?

The 383 Class A shares were withheld for taxes, not sold in the open market. The issuer net withheld a portion of shares that vested from restricted stock units to satisfy Lesya Lysyj’s tax obligations arising from the March 1, 2026 vesting event.

How many restricted Boston Beer shares does Lesya Lysyj still hold?

Lysyj’s reported holdings include 9,465 restricted shares of Boston Beer common stock that remain subject to vesting conditions. These shares are part of her overall equity compensation package and will only fully belong to her as the specified vesting requirements are satisfied.

What does the Form 4 reveal about Boston Beer’s executive equity incentives?

The filing highlights performance-based and time-based equity awards for Boston Beer’s CMO. It shows performance stock options tied to net revenue growth targets and restricted stock units that vest over time, with share withholding used to satisfy tax liabilities on vesting.