Current Report · Items 5.01, 8.01 · 8-K

BOSTON BEER CO INC

SAMNYSEEQUITYCurrent

Changes in Control of Registrant · Other Events

Filed Jun 1, 2026Accepted Jun 1, 2026, 4:10 PM EDTCIK 949870Accession 0001193125-26-251425

Company context

The Boston Beer Company, Inc. (NYSE: SAM) began in 1984 brewing Samuel Adams beer and has since grown to become one of the largest and most respected craft brewers in the United States. We consistently offer the highest-quality products to our drinkers, and we apply what we’ve learned from making great-tasting craft beer to making great-tasting and innovative “beyond beer” products. Boston Beer Company has pioneered not only craft beer but also hard cider, hard seltzer, and hard tea. Our core brands include household names like Angry Orchard Hard Cider, Dogfish Head, Samuel Adams, Sun Cruiser, Truly Hard Seltzer, and Twisted Tea Hard Iced Tea. We have taprooms and hospitality locations in California, Delaware, Massachusetts, New York, and Ohio. For more information, please visit our website at www.bostonbeer.com, which includes links to our respective brand websites.

Current securities

SAMNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 5.01, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.01Item 5.01 - Changes in Control

Item 5.01 Changes in Control of Registrant. 2026 Annual Meeting of Stockholders The Company held its 2026 Annual Meeting of Stockholders on May 27, 2026, at which quorums of 68.0% of Class A Stockholders and 100% of Class B Stockholders were present and acting throughout. The proposals submitted by the Board of Directors to the Stockholders for action and the results of the voting on each proposal are indicated below. Item 1. The Class A Stockholders elected the following three (3) Class A Directors, each for a term of one (1) year ending at the completion of the 2027 Annual Meeting of Stockholders: Cynthia L. Swanson received 3,666,525 votes for and 2,026,950 votes withheld; Meghan V. Joyce received 2,168,383 votes for and 3,525,092 votes withheld; and Joseph H. Jordan received 3,119,558 votes for and 2,573,917 votes withheld. There were no broker non-votes in connection with the election of the Class A Directors. Item 2. The Class A Stockholders considered, on an advisory basis, the following non-binding resolution relating to executive compensation: “RESOLVED, that the compensation policies and procedures followed by Boston Beer and the Compensation Committee of Boston Beer’s Board of Directors and the level and mix of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, are hereby determined to be appropriate and are accordingly approved on an advisory basis.” The results of the advisory vote are as follows: 2,418,918 votes for; 3,250,742 votes against 23,785 abstentions, and no broker non-votes. Item 3. C. James Koch, the sole holder of all of the Company’s outstanding shares of Class B Stock, voted all of such shares for the election of the following five (5) Class B Directors, each for a term of one (1) year ending at the completion of the 2027 Annual Meeting of Stockholders: Samuel A. Calagione, III, Cynthia A. Fisher, C. James Koch, Julio N. Nemeth, and Christopher I. “Biz” Stone. The Board of Directors and the Class B Stockholder also resolved to retain the Class B vacancy occasioned by Michael Spillane’s retirement. There were no broker non-votes in connection with the election of the Class B Directors. Item 4. The Class B Stockholder ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 26, 2026. No other matters came before the meeting.

Item 8.01Item 8.01 - Other Events

Item 8.01 Other Events. At a meeting held on May 28, 2026, the Board of Directors, acting on the recommendation of the Nominating/Governance Committee, appointed the following independent Directors to the respective committees of the Board: Audit Committee: Cynthia, L. Swanson (Chair), Joseph H. Jordan, Meghan V. Joyce Compensation Committee: Joseph H. Jordan (Chair), Julio N. Nemeth, Christopher I. “Biz” Stone, Cynthia L. Swanson Nominating/Governance Committee: Meghan V. Joyce (Chair), Julio Nemeth, Christopher I. “Biz” Stone On May 28, 2026, the non-employee members of the Board reappointed Julio N. Nemeth as the Board’s Lead Director.