Boston Beer (NYSE: SAM) VP granted options as shares withheld for taxes

Rhea-AI Filing Summary

Boston Beer Company executive Annette N. Fritsch, VP of Product Design and R&D, reported equity compensation activity. She received a grant of 309 March 1, 2023 performance-based stock options for no cash cost, adding to her derivative holdings of 617 options.

On March 1, 2026, 914 restricted stock units vested, and the issuer net withheld 270 Class A Common shares at $226.78 per share to cover her tax obligations, a tax-withholding disposition rather than an open-market sale. Following this, she directly holds 9,445 Class A shares, which include 8,541 shares of restricted stock 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^*

Fritsch Annette N

(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)
	VP of Product Design and R&D

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)		270	D	$226.78	9,445(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		309		03/01/2025(3)	02/28/2033	Class A Common	926	$0.00	617	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 914 RSUs vest on March 1, 2026.

2. The shares reported include 8,541 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 Annette N. Fritsch	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Boston Beer (SAM) executive Annette Fritsch report on this Form 4?

Annette Fritsch reported an equity award and a tax-related share withholding. She received 309 performance-based stock options at no cost and had 270 Class A shares withheld to cover taxes from vested restricted stock units, updating her direct share and option holdings.

How many restricted stock units vested for Annette Fritsch at Boston Beer (SAM)?

Annette Fritsch had 914 restricted stock units vest on March 1, 2026. To satisfy related tax obligations, the issuer net withheld 270 Class A Common shares, as disclosed, instead of requiring a separate cash payment for those taxes at vesting.

Why were 270 Boston Beer (SAM) shares disposed of in this filing?

The 270 Class A shares were withheld to pay taxes on vested RSUs. The issuer net withheld this percentage of shares at $226.78 per share, satisfying Annette Fritsch’s tax obligations from vesting rather than representing an open-market sale transaction.

What performance-based stock options did Annette Fritsch receive from Boston Beer (SAM)?

She was granted March 1, 2023 Performance-Based Stock Options. The grant tied exercisability to net revenue growth between Fiscal Years 2022 and 2024, with options vesting in three equal installments on March 1 of 2025, 2026, and 2027, subject to continued employment.

How many Boston Beer (SAM) shares does Annette Fritsch directly own after these transactions?

After these transactions, Annette Fritsch directly holds 9,445 Class A shares. This total includes 8,541 shares of restricted stock that remain subject to vesting conditions, as well as other fully vested shares reported in this insider ownership update.

What is Annette Fritsch’s current Boston Beer (SAM) option position from this grant?

She holds 617 March 1, 2023 stock options after the reported grant. The filing shows a grant of 309 performance-based options on March 1, 2026, bringing her total derivative holdings under this award to 617 options, subject to the plan’s vesting and performance terms.