SAM: Chief Supply Chain Officer Receives 13,796 RSUs; Vesting to 2027

Rhea-AI Filing Summary

Philip A. Hodges, Chief Supply Chain Officer of Boston Beer Co. (SAM), received a grant of 13,796 restricted stock units (RSUs) on 08/11/2025 in exchange for cancellation of his May 24, 2023 stock option awards. The grant is split into 9,197 time-based RSUs that vest in three tranches with final vesting on March 1, 2027 subject to continued employment, and 4,599 performance-based RSUs that follow the same performance criteria and vesting schedule as the cancelled option award. The award price is reported as $0.00. After the transaction Hodges is reported as beneficially owning 33,703 shares, which include 29,997 restricted shares subject to vesting conditions.

Positive

• Grant replaces cancelled May 24, 2023 options, preserving incentive alignment with prior award terms
• Time-based RSUs (9,197) vest in tranches with final vesting on March 1, 2027, supporting retention

Negative

• Majority of reported shares (29,997) remain restricted and subject to vesting, not immediately tradable
• Grant issued at $0.00, indicating these are compensation awards rather than purchases

Insights

Financial Analyst

TL;DR Routine executive equity grant replacing prior options; not clearly material on its face.

The Form 4 documents a 13,796-RSU grant to Philip Hodges, replacing May 24, 2023 stock options. The split between time-based (9,197) and performance-based (4,599) awards, the $0.00 grant price, and the multi-tranche vesting with final vesting on March 1, 2027 are explicitly reported. These details indicate a standard retention and performance alignment package rather than an immediate transfer of liquid shares. Without additional context on company share count or compensation pool, the disclosure appears routine; there is no reported sale or conversion that would immediately affect public float or cash flows.

Compensation/Governance Expert

TL;DR Replacement of options with RSUs aligns incentives and preserves performance conditions; vesting schedule enforces retention.

The filing states the RSU grant was made in conjunction with cancellation of prior option awards and retains the original performance criteria for the performance-based portion. The time-based award vests in three tranches with final vesting on March 1, 2027, which is a typical retention mechanism. The report also shows 33,703 shares beneficially owned following the grant, including 29,997 restricted shares, signaling substantial remaining vesting-based restrictions. From a governance perspective, the disclosure is complete about award structure and vesting, and raises no procedural concerns in the filing itself.

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

OMB APPROVAL

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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^*

Hodges Philip A.

(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 Supply Chain Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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(1)	08/11/2025		A		13,796	A	$0.00	33,703(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

Explanation of Responses:

1. Represents a grant of Restricted Stock Awards (RSUs) under the Issuer's Employee Equity Incentive Plan, which awards were granted in conjunction with the the cancellation of the Reporting Person's May 24, 2023 stock option awards. The grant is comprised of two sets of awards: a time-based RSU and a performance based RSU. The time-based RSU is for 9,197 shares and will vest in three tranches, with the final vesting on March 1, 2027 subject to the Reporting Person's continued employment with the Company on that date. The performance-based RSU is for 4,599 shares and is subject to the same performance criteria and vesting schedule as his previous May 24, 2023 stock option award, as disclosed in a Current Report on Form 8-K filed by the Issuer on May 22, 2023.

2. The shares reported include 29,997 shares of restricted stock subject to vesting conditions.

Remarks:

	Michael G. Andrews under POA for the benefit of Philip A. Hodges	08/12/2025
	** 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 transaction did Boston Beer (SAM) report for Philip A. Hodges?

The Form 4 reports a grant of 13,796 RSUs to Philip Hodges on 08/11/2025, replacing his May 24, 2023 stock option awards.

How are the 13,796 RSUs structured?

The grant comprises 9,197 time-based RSUs vesting in three tranches with final vesting on March 1, 2027, and 4,599 performance-based RSUs tied to the same performance criteria and vesting schedule as the cancelled May 24, 2023 options.

How many shares does Hodges beneficially own after the reported transaction?

The report states Hodges beneficially owns 33,703 shares following the transaction, including 29,997 restricted shares subject to vesting.

Was any cash paid for the RSU grant?

No cash was paid; the grant is reported at a price of $0.00.

Was the RSU grant connected to cancellation of prior awards?

Yes. The filing explicitly says the RSU awards were granted in conjunction with cancellation of Hodges' May 24, 2023 stock option awards.