DEF 14A of Boston Beer Co Inc, Apr 10, 2026

DEF 14A of Boston Beer Co Inc

Filed Apr 10, 2026 · FY20250001308179-26-000249

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. CLASS A DIRECTOR NOMINEES

    CLASS A DIRECTOR NOMINEES

  3. CLASS A DIRECTOR NOMINEES

    | Name | Age | Director Since | Principal Occupation | Current Committee Assignments | | Joseph H. Jordan | 52 | 2024 | Chief Operating Officer and President of Domino’s US | Comp (Chair), Audit | | Meghan V. Joyce | 42 | 2019 | Co-Founder and CEO of Duckbill Technologies, Inc. | NomGov (Chair), Audit | | Cynthia L. Swanson | 64 | 2023 | (Retired) Chief Financial Officer (Europe and Sub Sahara Africa) of PepsiCo | Audit (Chair), Comp |

  4. CLASS A DIRECTOR NOMINEES

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 8 |

  5. CLASS B DIRECTOR NOMINEES

    CLASS B DIRECTOR NOMINEES

  6. CLASS B DIRECTOR NOMINEES

    | Name | Age | Director Since | Principal Occupation | Current Committee Assignments | | Samuel A. Calagione, III | 56 | 2020 | Founder and Brewer of Dogfish Head Brewery | - | | Cynthia A. Fisher | 65 | 2012 | Founder and Chairman of PatientRightsAdvocate.org | - | | C. James Koch | 76 | 1995 | Founder, Chairman, President and CEO of Boston Beer | - | | Julio N. Nemeth* | 65 | 2020 | (Retired) Chief Product Supply Officer of Procter & Gamble | Comp, NomGov | | Christopher I. “Biz” Stone | 52 | 2024 | Entrepreneur, Co-Founder of Twitter, Medium, Jelly, and Future Positive | Comp, NomGov |

  7. CLASS B DIRECTOR NOMINEES

    Abbreviations: Audit=Audit Committee; Comp=Compensation Committee; NomGov=Nominating/Governance Committee *Lead Director In August 2025, Michael Spillane stepped down from his role as our President and Chief Executive Officer for personal reasons but remained with the Company as an advisor and a non-independent member of the Board of Directors. Chairman and Founder C. James Koch assumed the position of President and CEO effective August 15, 2025. In March 2026, Mr. Spillane notified the Company that he would be retiring from the Board following the 2026 Annual Meeting of Stockholders. At that time, the Board determined to: (1) leave a Class B vacancy that will be filled upon the identification of an appropriate candidate; and (2) continue to fix the number of Directors at nine.

  8. Nominees for Class A Director

    Nominees for Class A Director We recommend that the Class A Stockholders vote “FOR ALL” nominees.

  9. Nominees for Class A Director

    | JOSEPH H. JORDAN Age: 52 Director since: 2024 INDEPENDENT CLASS A DIRECTOR NOMINEE Joe Jordan currently serves as Chief Operating Officer and President for Domino’s US, a global food services chain based in Ann Arbor, Mich., a position he has held since March 2025. In this role, he oversees domestic operations and marketing, as well as global services, including technology. He has been with Domino’s since 2011, including as President – U.S. and Global Services from 2022 to 2025; Executive Vice President – International from 2018 to 2022; Senior Vice President and Chief Marketing Officer from 2015 to 2018; and Vice President of Innovation from 2011 to 2014. Prior to joining Domino’s, Mr. Jordan worked at PepsiCo North America for six years, where he last served as a Senior Director of Marketing. Prior to PepsiCo, he held marketing roles at Philips Electronics and Unilever, and was a consultant for Accenture in Washington D.C. He previously served on the Board of Directors for DPC Dash Ltd, a master franchisee of Dominos based in Hong Kong. He was appointed to our Audit Committee and Compensation Committee in July 2024 and appointed as Chair of the Compensation Committee in May 2025. Committees: Audit Committee, Compensation Committee (Chair) Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer Mr. Jordan brings significant brand management, consumer packaged goods industry, and innovation expertise and experience to the Board. | MEGHAN V. JOYCE Age: 42 Director since: 2019 INDEPENDENT CLASS A DIRECTOR NOMINEE Ms. Joyce is the Co-Founder and Chief Executive Officer of Duckbill Technologies, Inc., a venture-backed tech company based in Boston, a position she has held since April 2022. Prior to this role, she was the Chief Operating Officer and EVP of Platform for Oscar Health (NYSE: OSCR), a technology-focused health insurance company based in New York, New York, a position she held from September 2019 until April 2022. In this role, she oversaw Oscar’s operations, technology, marketing, and clinical operations, as well as its technology and services solutions. She has continued to serve as a Senior Advisor for Oscar since April 2022. Prior to her position at Oscar, she worked for Uber Technologies, Inc., a tech company headquartered in San Francisco, from 2013 to 2019. From 2017 to 2019, she served as Regional General Manager for Uber US & Canada Cities, responsible for business outcomes and rider and driver experience in communities across the US & Canada. Ms. Joyce served as Uber’s East Coast General Manager from 2015 to 2017 and Boston General Manager from 2013 to 2015. Prior to that, she served as a Senior Policy Advisor for the United States Department of the Treasury in Washington, D.C. from 2011 to 2012. Ms. Joyce previously worked as an investor for Bain Capital and a consultant for Bain & Company. In August 2021, Ms. Joyce was appointed to the Board of Directors of Guardant Health, Inc., an oncology-focused health company based in Palo Alto, California. She serves on Guardant’s Audit Committee and Compensation Committee. Committees: Nominating/Governance Committee (Chair), Audit Committee Other Public Company Directorships: Guardant Health, Inc. Specific qualifications and experience of particular relevance to Boston Beer Ms. Joyce has extensive experience in business strategy, managing growth, financial modeling, modern consumer recruitment and engagement, digital marketing and implementation of new technologies, and management and retention of diverse employee groups. She was appointed Chair of our Nominating/Governance Committee in May 2020, after having served on the committee since May 2019. She has served on the Audit Committee since May 2019 and served on the Compensation Committee from May 2019 to May 2020. |

  10. Nominees for Class A Director

    | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 13 |

  11. Nominees for Class A Director

    | CYNTHIA L. SWANSON Age: 64 Director since: 2023 INDEPENDENT CLASS A DIRECTOR NOMINEE Ms. Swanson was appointed to Boston Beer’s Board of Directors in July 2023. She has over thirty years of senior financial management experience in the beverage industry. From 1991 to 2020, Ms. Swanson served in several senior roles with PepsiCo, a multinational food, snack, and beverage company headquartered in Purchase, New York. Most recently she served as Chief Financial Officer of PepsiCo Europe and Sub Sahara Africa from January 2017 to March 2020, a role that was based in Geneva, Switzerland. Prior to that, she served as Chief Financial Officer of PepsiCo Americas Beverages from September 2005 to December 2016; Senior Vice President of PepsiCo Global Mergers, Acquisitions & Merger Integration from 2002 to 2005; Chief Financial Officer Frito-Lay International Latin America, Asia Pacific & Australia Division from 2000 to 2002; and Vice President and Chief Financial Officer of Pepsi-Cola International Central Europe Region from 1993 to 1999. From 2013 to 2016, Ms. Swanson served on the Board of Directors of Women In Need, Inc., a non-profit organization aiming to break the cycle of homelessness for women and their children in New York, New York. Committees: Audit Committee (Chair), Compensation Committee Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer Ms. Swanson has extensive experience leading beverage and consumer packaged goods organizations. Her significant financial experience in the beverage industry helps shape our overall financial and operational strategies. She was appointed to our Audit Committee and our Compensation Committee in July 2023 and appointed as Chair of the Audit Committee in May 2025. |

  12. Nominees for Class A Director

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 14 |

  13. Nominees for Class B Director

    Nominees for Class B Director

  14. Nominees for Class B Director

    | SAMUEL A. CALAGIONE, III Age: 56 Director since: 2020 CLASS B DIRECTOR NOMINEE Samuel A. Calagione, III is Founder and Brewer of Dogfish Head Brewery with overall responsibility for managing the Dogfish Head brand and providing insight into all of the Company’s brands. He founded Dogfish Head with his wife Mariah Calagione in June 1995 and served as CEO until the merger with Boston Beer in July 2019. He joined the Company’s Board of Directors in October 2020. His innovative style has earned him a James Beard Award for Outstanding Wine, Spirits, or Beer Professional and a reputation as one of the country’s most adventurous brewers. He has been featured in The Wall Street Journal, USA Today, People, Forbes, Bon Appetit, and many other magazines and newspapers. He is also the author of five books, including Brewing Up a Business (2011), Off-Centered Leadership (2016), and The Dogfish Head Book: 26 Off-Centered Years (2021). Committees: None Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer During over thirty years at the helm of Dogfish Head, he grew the company from a small brewpub in Rehoboth, Delaware to an award-winning, nationally recognized brand and destination. Mr. Calagione’s skills in brewing, innovation, marketing, consumer engagement, media relations, management, distributor relations, and entrepreneurship are an invaluable asset to Boston Beer’s leadership team and the Board. | CYNTHIA A. FISHER Age: 65 Director since: 2012 CLASS B DIRECTOR NOMINEE Ms. Fisher is an entrepreneur, independent investor, and advisor. She is Founder and Chairman of PatientRightsAdvocate.org, a nonprofit, non-partisan policy and research organization seeking healthcare price transparency, giving power to American consumers – patients, employers, and unions – to lower their costs of care and coverage through a functional marketplace and choice. Ms. Fisher is also Co-Founder and Chairman of PowertothePatients.org, a nonprofit advocacy organization that generates public awareness on how upfront prices can lower costs and protect patients from overcharges. Ms. Fisher also serves on the Board of Directors of Easterly Government Properties, Inc. (NYSE: DEA), a publicly held real estate investment trust based in Washington, D.C., where she chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees. Ms. Fisher is also Managing Director of WaterRev, LLC, an investment company focused on innovative technology companies that enable sustainable practices of water use. In 1992, Ms. Fisher founded ViaCord, Inc., a cord blood stem cell banking company, and served as its Founder, Chairman, and Chief Executive Officer from 1993 to 2000. In 2000, she co-founded ViaCell, Inc., a cellular medicines company, and served as President and on the Board of Directors. ViaCell, the successor to ViaCord, went public in 2005 and was subsequently sold to PerkinElmer in 2007. Ms. Fisher serves on the board of directors of several not-for-profit organizations, including FitMoney.org, which she co-founded, the National Park Foundation, The Florida Council of 100, and the Library of Congress Trust Fund. She previously served on the board of directors of Water.org. Ms. Fisher is the spouse of C. James Koch, Boston Beer’s Founder and Chairman. Committees: None Other Public Company Directorships: Easterly Government Properties, Inc. Specific qualifications and experience of particular relevance to Boston Beer Ms. Fisher brings significant entrepreneurial experience, as well as insight in business strategy, operations, and consumer marketing to the Board’s overall business perspective. |

  15. Nominees for Class B Director

    | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 15 |

  16. Nominees for Class B Director

    | C. JAMES KOCH Age: 76 Director since: 1995 CLASS B DIRECTOR NOMINEE Jim Koch founded Boston Beer in 1984 and currently serves as its Chairman, President, and Chief Executive Officer. He reassumed the role of President and CEO in August 2025 after previously serving in that position from 1984 until 2021. Prior to starting Boston Beer, he had worked as a consultant for an international consulting firm, with a focus on manufacturing. He was appointed to the Board of Directors of Beyond Meat, Inc, a publicly-traded producer of plant-based meat substitutes based in Los Angeles, California, in May 2023. He sits on Beyond Meat’s Risk Committee. Committees: None Other Public Company Directorships: Beyond Meat, Inc. Specific qualifications and experience of particular relevance to Boston Beer His forty plus years at the helm of Boston Beer, during which it has grown from a small start-up company to its current position as a leading craft brewer, are a testament to his skill in brewing, strategy, brand development, and industry leadership. | JULIO N. NEMETH Age: 65 Director since: 2020 INDEPENDENT CLASS B DIRECTOR NOMINEE Mr. Nemeth was appointed to Boston Beer’s Board of Directors in January 2020. He has served on the Compensation Committee since that time. He joined the Nominating/Governance Committee in May 2023 and was then appointed as the Board’s Lead Director in May 2024. Mr. Nemeth was a member of the Board of Directors of WK Kellogg Co, a cereal manufacturer and distributor based in Battle Creek, Michigan, from November 2023 until the company was sold in September 2025, serving on Kellogg’s Audit and Nominating/Governance Committees. He has served on the Board of Directors of GXO Logistics, Inc., a global contract logistics company based in Greenwich, CT, since May 2025, where he is Chair of the Nominating and Corporate Governance Committee. From 2019 until his retirement in June 2023, Mr. Nemeth served as Chief Product Supply Officer at Procter & Gamble, a consumer goods corporation headquartered in Cincinnati, Ohio (NYSE: PG). He also served as the Executive Sponsor of the Hispanic Leadership Team and the People with Disabilities Network at P&G. He held numerous senior roles with P&G since 1990, including President, Global Business Services from 2015 to 2019 and Senior Vice President, Product Supply, Global Operations from 2013 to 2014. Prior to his time at P&G, he served as a Project Engineer for Union Carbide Corporation in Brazil from 1987 to 1990 and as a Design Engineer for Fabirnor Argentina from 1984 to 1987. Committees: Compensation Committee, Nominating/Governance Committee Other Public Company Directorships: GXO Logistics, Inc. Specific qualifications and experience of particular relevance to Boston Beer Mr. Nemeth has more than forty years of operations, engineering, procurement, manufacturing, customer service, quality, distribution, innovation, and general management experience in the consumer goods industry, with significant experience in supply chain management. Prior to his retirement in 2023, he led P&G’s global Product Supply organization, which included 58,000 employees, over 100 manufacturing plants, and roughly 200 distribution centers around the world. |

  17. Nominees for Class B Director

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 16 |

  18. Nominees for Class B Director

    | CHRISTOPHER I. “BIZ’’ STONE Age: 52 Director since: 2024 CLASS B DIRECTOR NOMINEE Biz Stone is an entrepreneur known best as co-founder of Twitter (2006), Medium (2011), Jelly (2013), and the investment firm Future Positive (2017). He is a Visiting Fellow at The University of Oxford, an award-winning filmmaker, and author. He has been honored with the International Center for Journalism Innovation Award, INC Magazine named him Entrepreneur of the Decade, TIME listed him as one of the 100 Most Influential People in the World, and GQ named him Nerd of the Year. He was appointed to our Compensation Committee and Nominating/Governance Committee in July 2025. Committees: Compensation Committee, Nominating/Governance Committee Other Public Company Directorships: None Specific qualifications and experience of particular relevance to Boston Beer Mr. Stone brings significant entrepreneurial, technical, and innovative expertise and experience to the Board. |

  19. Nominees for Class B Director

    | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 17 |

  20. Consideration of Nominees for Director

    Consideration of Nominees for Director As noted above, the Nominating/Governance Committee regularly reviews the skills and other characteristics of the then-current Board and seeks to identify any perceived weakness or imbalance. In doing so, the Committee takes into consideration the results of skills gap analyses and the annual self-assessments performed by the Board and each of the standing committees and seeks input from all Directors on opportunities to strengthen the Board. The Committee then identifies the qualifications that a nominee for election as a Director should bring to the Board, including the diverse skillsets, perspectives, and experiences that its members believe should be reflected on the Board as a whole. The Nominating/Governance Committee also confers with Mr. Koch as the holder of all voting rights to the Class B Shares. Candidates may come to the attention of the Nominating/Governance Committee through a number of sources, including current Board members, professional search firms, stockholders, or other persons. Candidates are evaluated by the Nominating/Governance Committee and may be considered at any point during the year. The Nominating/Governance Committee has discussed the topic of term limits and concluded that establishing formal term limits for Directors is not in the best interests of the Company at this time. The Committee has recently noted that more than half of the current Directors have served for five or fewer years, reflecting a healthy level of turnover. The Committee believes that any additional benefit of bringing “fresh eyes” to the Board would create a potential disadvantage of losing valuable contributions by Directors who have developed expansive knowledge of the Company and its operations, which the Committee believes has historically resulted in a higher level of overall Board effectiveness. The Nominating/Governance Committee uses the Board's annual self-evaluation process to ensure that the Board is properly serving the Company. The Nominating/Governance Committee considers diversity to be a critical factor in selecting Director nominees and remains committed to providing equal opportunities for all qualified candidates. The Nominating/Governance Committee views diversity broadly, taking experience, skills, judgment, differences of viewpoint, gender, ethnicity, education, and professional and industry experience into account, all in the context of the perceived needs of the Board at the relevant time. The Board believes that a diversity of perspectives results in more thoughtful deliberations. Additionally, the Board believes that it is important that the composition of the Board, the Company’s Executive Leadership Team (“ELT”), and the Company’s coworker base represent the diversity of the Company’s current and potential consumer base in the areas where we market and sell our products. As of the mailing of this Proxy Statement, three of the nine members of the Board of Directors are female, and one of the nine members of the Board self-identifies as part of an underrepresented minority group.

  21. Consideration of Nominees for Director

    | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 21 |

  22. Director Compensation

    Director Compensation

  23. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The following table sets forth certain information concerning the 2025 compensation of our Non-Employee Directors.

  24. Director Compensation for Fiscal Year 2025

    | Name | Fees Paid in Cash | Option Awards(1)(2) | RSU Awards(3) | Total | | Cynthia A. Fisher | $75,000 | $65,006 | $65,110 | $205,116 | | Joseph H. Jordan | $105,000 | $65,006 | $65,110 | $235,116 | | Meghan V. Joyce | $105,000 | $65,006 | $65,110 | $235,116 | | Julio N. Nemeth | $115,000 | $65,006 | $65,110 | $245,116 | | Christopher I. “Biz” Stone | $95,000 | $65,006 | $65,110 | $225,116 | | Cynthia L. Swanson | $105,000 | $65,006 | $65,110 | $235,116 |

  25. Director Compensation for Fiscal Year 2025

    | (1) Reflects the dollar amount of the aggregate grant date fair value of awards granted during Fiscal Year 2025, as computed in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). The methods and assumptions used in valuing the stock option awards in accordance with ASC 718 are described in the audited financial statements for Fiscal Year 2025 included in Boston Beer’s Annual Report on Form 10-K filed with the SEC on February 24, 2026. | | (2) On May 14, 2025, upon election to the Board of Directors, each Non-Employee Director elected to the Board at that time was granted an option under the Director Equity Plan to purchase 546 Class A Shares at an exercise price of $240.26, the closing price on the last trading day before the grant date. All options are fully vested as of the grant date. As of the end of the 2025 Fiscal Year, the aggregate number of shares subject to unexercised stock options held by Non-Employee Directors is shown below: |

  26. Director Compensation for Fiscal Year 2025

    | Name | Number of Option Shares | | Cynthia A. Fisher | 9,401 | | Joseph H. Jordan | 2,136 | | Meghan V. Joyce | 5,031 | | Julio N. Nemeth | 3,961 | | Christopher I. “Biz” Stone | 2,136 | | Cynthia L. Swanson | 1,970 |

  27. Director Compensation for Fiscal Year 2025

    | (3) On May 14, 2025, upon election to the Board of Directors, each Non-Employee Director elected to the Board at that time was granted 271 RSUs under the Director Equity Plan. RSUs vest one year from the grant date contingent on continued service through the end of that board year. |

  28. Director Compensation for Fiscal Year 2025

    The following table sets forth certain information concerning the 2025 compensation of our employee Directors, except for Mr. Koch and Mr. Spillane. Information regarding the 2025 compensation of Mr. Koch and Spillane may be found under the CD&A and Executive Compensation sections of this Proxy Statement.

  29. Director Compensation for Fiscal Year 2025

    | Name | Base Salary | 2025 Bonus Paid in 2026 | All Other Compensation(1) | Total | | Samuel A. Calagione, III | $481,099 | $319,931 | $14,742 | $815,772 |

  30. Director Compensation for Fiscal Year 2025

    | (1) Includes annual group life insurance premium, short-term and long-term disability, and Company matching contributions under the Company’s 401(k) plan paid in the respective year. |

  31. Director Compensation for Fiscal Year 2025

    | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 25 |

  32. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee has overall responsibility for evaluating and approving Boston Beer’s compensation programs and policies relating to Directors and Executive Officers. This includes reviewing the competitiveness of executive compensation programs, evaluating the performance of our Executive Officers, approving their annual compensation, and recommending approval of equity awards to the full Board. The Committee reviews and approves corporate goals and objectives relevant to the compensation of our Executive Officers; evaluates the achievement of those goals, taking into consideration the recommendations of the CEO and Chief Operating Officer; and sets compensation levels based on this evaluation. While the Committee has authority with respect to matters of cash compensation, it generally recommends and approves, on an advisory basis, all elements of executive compensation to the full Board, including base salaries, cash bonus structures and scales, and long-term equity awards. Similarly, the Committee also reviews and approves, on an advisory basis, the overall bonus structure and scale for all other coworkers.

  33. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Boston Beer’s executive compensation program is designed to attract, develop, engage, and retain highly talented executives, with a focus on pay for performance through bonuses linked to Company and individual performance and equity awards with performance-based vesting linked to Company performance and time-based vesting linked to retention. Overall, Boston Beer believes it should provide competitive pay to its Executive Officers and align compensation with the achievement of the Company’s goals and overall Company performance, in terms of both growth and long-term stockholder value. These compensation packages are designed to:

  34. Compensation Philosophy and Objectives

    | • | provide executives with competitive cash and equity compensation with a significant portion of total compensation contingent on Company performance, thereby increasing stockholder value; | | • | provide higher compensation to high-value contributors and high performers in the most critical areas of the Company’s business; and | | • | encourage executives to act as owners with an equity stake in the Company, while reducing risk from its compensation practices that would be reasonably likely to have a material adverse effect on the Company, by basing variable compensation on a range of performance criteria that have a mix of short-term and long-term implications. |

  35. Components of Executive Compensation and Compensation Mix

    Components of Executive Compensation and Compensation Mix In 2025, the total potential compensation mix of our Named Executive Officers generally balanced: (1) competitive base salaries; (2) cash bonuses contingent primarily on Company performance; (3) performance-based RSUs or Stock Option Awards generally contingent solely on multi-year Company performance; and (4) time-based RSUs or Stock Option Awards generally contingent on continued employment. These pillars of our executive compensation program are described in more detail below. For other Executive Officers and senior managers of the Company, the proportion of compensation provided by equity and other variable performance-based compensation increases with the individual’s level of responsibility and ability to have an impact on the Company’s business.

  36. Cash Bonuses

    Cash Bonuses Bonuses payable to our Executive Officers are based primarily on Company performance against certain “Company Goals” in accordance with a “Bonus Scale,” subject to limited adjustment by the Compensation Committee, in its discretion, as noted below. In recent years, the Company Goals have consisted of pre-established depletions growth, Earnings Before Interest & Tax (“EBIT”), and focused cost savings targets. For the purposes of the Bonus Scale, EBIT is equivalent to Operating Income on the Income Statement in the Company’s Annual Report on Form 10-K for Fiscal Year 2025. As reported in a Form 8-K filed by the Company on February 11, 2025, at its meeting on February 5, 2025, the Compensation Committee approved: (1) company-wide goals for Fiscal Year 2025 (the “2025 Company Goals”); (2) the 2025 bonus target for each Executive Officer, as a percentage of their base salary (“2025 Bonus Target”); and (3) a bonus funding scale ranging from 0% to 250% (the “2025 Bonus Scale”) for determining bonus payouts as a percentage of each Executive Officer’s respective 2025 Bonus Target, based on the Committee’s determination of the Company’s ultimate achievement of the 2025 Company Goals. The target parameters of the 2025 Company Goals were based on the Company’s 2025 Financial Plan. The 2025 Company Goals consisted of achieving: (1) certain depletions targets over 2024 (“2025 Depletions Growth”), which were weighted as 50% of the goals; (2) certain EBIT targets, which were weighted as 30% of the goals; and (3) the generation of certain focused cost savings targets, which were weighted as 20% of the goals. In February 2025, Mr. Koch opted to forgo cash bonus opportunities for 2025. The 2025 Bonus Targets for our other NEOs, as approved on February 5, 2025, were as follows:

  37. Cash Bonuses

    | • | Mr. Spillane: 120% of base salary, no change from his 2024 Bonus Target; | | • | Mr. Reynoso: 75% of base salary, a 10% increase from his 2024 Bonus Target; | | • | Mr. Hodges: 65% of base salary, a 5% increase from his 2024 Bonus Target; | | • | Mr. Crowley: 60% of base salary, a 10% increase from his 2024 Bonus Target; and | | • | Ms. Heath: 60% of base salary, a 10% increase from her 2024 Bonus Target. |

  38. Cash Bonuses

    In other words, for example, if the Company achieved 100% on the 2025 Bonus Scale, Mr. Reynoso would be eligible for a cash bonus of 75% of his base salary, subject to adjustment by the Compensation Committee as described in more detail below. Mr. Spillane’s Transition Agreement left his 2025 Bonus Target unchanged but capped his bonus potential as a percentage of salary earned through November 15, 2025. Upon assuming the role of President and CEO, Mr. Koch continued to forgo cash bonus opportunities for 2025. Upon his promotion to Chief Operating Officer and as outlined in his Offer Letter, Mr. Hodges’ Bonus Target was set at 100% of his base salary. As approved by the Compensation Committee and the full Board, Mr. Hodges’ bonus for 2025 was prorated based on the time in his two roles. As reported in the February 11, 2025 Form 8-K, the bonus of each Executive Officer for Fiscal Year 2025 was to be determined by the Compensation Committee and the full Board before March 1, 2026, based on a three-step process, which was finalized on February 12, 2026.

  39. Cash Bonuses

    | • | First, the Committee and the Board were tasked with determining the Company’s achievement of the 2025 Company Goals against the 2025 Bonus Scale (the “2025 Achievement”). | | • | Second, the Board, by recommendation of the Committee, established an aggregate bonus pool for the Company’s Executive Officers, including the NEOs, by applying the 2025 Achievement against each Officer’s 2025 Bonus Target. | | • | Third, the Committee and the Board considered any potential adjustments to any of the Executive Officers’ final 2025 bonus payout based on their assessment of each Executive Officer’s overall job performance, key competencies, and the achievement of relevant objectives and key results in 2025. The Committee and the Board retain the discretion to increase or decrease an Officer’s bonus payout by 10% from the baseline bonus funding if the Officer was deemed to have performed “successfully” in 2025, and by 30% if the Officer was deemed to have performed “exceptionally.” The Board had also retained the discretion to decrease an Officer’s 2025 bonus payout to as low as $0 if the Officer was deemed to have performed “unsatisfactorily” in 2025. |

  40. Cash Bonuses

    The 2025 Bonus Scale, as detailed in the chart below, was a sliding scale of target points for each of the depletions, EBIT, and focused cost savings goals. For example, the potential payouts for achievement relative to the 2025 Depletions Growth target would have been: 0% of target if 2025 Depletions Growth was -3.9% or less; 100% of target if 2025 Depletions Growth was 0.6% or greater, or 250% of target if 2025 Depletions Growth was 6.3% or greater. For the EBIT target, potential payouts would have been, for example: 0% of target if the Company’s 2025 EBIT was $115 million or less; 100% of target if 2025 EBIT was $145 million; or 250% of target if 2025 EBIT was $185 million or higher. For the focused cost savings target, potential payouts would have been, for example: 0% of target if the Company recognized $51 million or less in focused cost savings; 100% of target if the Company recognized $66 million in focused cost savings; or 250% of target if the Company recognized $91 million or more in focused cost savings.

  41. Cash Bonuses

    | www.bostonbeer.com | THE BOSTON BEER COMPANY, INC. | | 2026 Proxy Statement | 30 |

  42. Cash Bonuses

    | 2025 Bonus Scale | | | | | | | | | | | | Focused Cost Savings (millions $) | $51 | $56 | $61 | $63 | $66 | $68 | $71 | $76 | $81 | $91 | | EBIT (millions $) | $115 | $126 | $132 | $134 | $145 | $147 | $150 | $156 | $162 | $185 | | Depletions Growth % | -3.9% | -2.5% | -1.4% | -0.9% | 0.6% | 1.0% | 1.5% | 2.2% | 3.1% | 6.3% | | FUNDING % | 0% | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | 250% |

  43. Cash Bonuses

    As reported in a Form 8-K filed on February 17, 2026, in February 2026 the Compensation Committee and the full Board reviewed the Company’s performance against the 2025 Bonus Scale and determined that: (1) the Company achieved approximately $123 million in focused cost savings in 2025, resulting in 250% achievement on the Bonus Scale; (2) the Company’s 2025 EBIT was approximately $146.3 million, resulting in 116% achievement; and (3) Company depletions decreased 4% in Fiscal Year 2025, technically resulting in 0% achievement. Accordingly, the Committee determined that the Company achieved 85% on the Bonus Scale. The Company’s formulaic achievement of the 2025 targets was as follows:

  44. Cash Bonuses

    | 2025 Formulaic Achievement | % Achievement on 2025 Bonus Scale | | $123 million in Focused Cost Savings | 250% | | $146.3 million in EBIT | 116% | | -4% Depletions Growth | 0% | | PAYOUT % | 85% |

  45. Cash Bonuses

    During deliberations, the Committee and the Board considered the Company’s performance in the context of the unprecedented 4% depletions decline in the beer category and utilized their discretion to adjust the 2025 Achievement to 90%. The Committee also utilized its discretion to fund the bonus pool at 95% to assist with individual coworker performance differentiation. The Board accordingly approved 2025 cash bonuses for our Executive Officers, including the following bonuses for our Named Executive Officers:

  46. Cash Bonuses

    | • | $874,281 for Mr. Spillane | | • | $455,373 for Mr. Reynoso | | • | $461,246 for Mr. Hodges | | • | $252,663 for Mr. Crowley | | • | $238,112 for Ms. Heath |

  47. Cash Bonuses

    These bonuses were paid in March 2026.

  48. Long-Term Equity Awards

    Long-Term Equity Awards Long-Term Equity Awards (“LTE Awards”) are designed to provide Executive Officers and other select coworkers a reward for delivering long-term stockholder value and to align the interests of our key coworkers with the interests of our stockholders. LTE Awards are also an effective tool for attracting and retaining executives and other key coworkers. Our LTE Awards program is governed by our Employee Equity Incentive Plan, or “EEIP,” which was last amended on December 20, 2018. A copy of the EEIP was attached as Exhibit 10.1 to a Form 8-K filed on December 22, 2018. The primary components of our LTE Awards program – restricted stock units, stock option awards, and investment shares – are described in detail below.

  49. Restricted Stock Units

    Restricted Stock Units Restricted stock units or “RSUs” are granted by the Board of Directors upon the recommendation of the Compensation Committee. In making its recommendations, the Committee considers recommendations from the CEO and the Chief Operating Officer. RSUs are generally granted on an annual basis on March 1, valued at the fair market value as of the award date. On occasion, RSUs are granted at other times during the year, such as upon the hiring of a new executive or senior manager. Boston Beer believes that RSUs serve as an important retention tool because: (1) for most coworkers, RSUs are easier to understand and value than stock option awards; (2) RSUs have value even if the share price decreases after the date of the award; and (3) RSUs encourage coworkers to think and act like owners of the Company. That said, the Company believes in striking a proper balance between performance-based awards and time-based awards for its Executive Officers.

  50. Stock Option Awards

    Stock Option Awards Under our EEIP, certain coworkers are eligible to receive stock option awards. While historically granted on an annual basis in March, all option grants are discretionary and may be awarded by the Board upon the recommendation of the Compensation Committee at any time. For example, options may be granted at other times during the year under certain circumstances, such as the hiring of a new Executive Officer, as part of a performance review, in connection with a promotion or mid-year compensation adjustment, or to address potential retention issues. Such option awards may have vesting and performance criteria that differ from our annual stock option award grants.

  51. Stock Option Awards

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  52. Stock Option Awards

    In 2024, the Company shifted from stock option awards to performance-based RSUs for the annual awards to its Executive Officers. The Compensation Committee and the full Board believe that performance-based RSUs can provide more certainty than stock options, therefore increasing potential executive retention, while at the same time maintaining performance incentives to align with shareholder interests. That said, the Committee and the Board still believe that stock options remain an appropriate equity vehicle in certain situations.

  53. Long-Term Equity Awards Granted to NEOs in 2025

    Long-Term Equity Awards Granted to NEOs in 2025

  54. Annual RSU Awards

    Annual RSU Awards As disclosed in detail in the February 11, 2025 Form 8-K, at its meeting on February 11, 2025, the Compensation Committee approved, subject to ratification and approval by the full Board, the award of restricted shares of the Company’s Class A Common Stock each Executive Officer, except for Mr. Koch, Mr. Spillane, and Mr. Hodges, pursuant to the Company’s Employee Equity Incentive Plan. Of those awards, 50% were time-based RSUs and 50% were performance-based RSUs. The grants were subsequently ratified and approved by the full Board on February 6, 2025, and were awarded on March 1, 2025. Vesting of the performance-based RSUs on the vesting date of March 1, 2028 is contingent upon: (1) the Company meeting certain compounded annual growth rate targets for net revenue growth in Fiscal Year 2027 over Fiscal Year 2024 (“CAGR Targets”); and (2) continued employment on the vesting date. The Compensation Committee will determine, in its sole discretion, whether the Company has met the vesting criteria prior to the vesting date. The CAGR Targets will be assessed on a sliding linear scale, whereby the Compensation Committee has discretion to establish the ultimate target achievement on a pro rata basis in between the below performance threshold points:

  55. Annual RSU Awards

    | • | If CAGR is down more than 3%, none of the target RSU Shares will vest; | | • | If CAGR is down less than 3%, then 50% of the target RSU Shares will vest | | • | If CAGR is flat, then 100% of the target RSU Shares will vest; and | | • | If CAGR is equal to or greater than 3%, 200% of the target RSU Shares will vest. |

  56. Annual RSU Awards

    As an illustration of the linear sliding scale, if CAGR is down 1.5%, the Compensation Committee would have discretion to determine that 75% of the target RSU Shares will vest on the vesting date. The scale is capped at 200%. The time-based RSUs will vest on March 1 in each of the years 2026 through 2029, contingent upon continued employment on the applicable vesting dates. These Annual RSU awards included the following awards to our NEOs:

  57. Annual RSU Awards

    | • | 5,334 shares to Mr. Reynoso, valued at $1,300,269 on the grant date; | | • | 4,104 shares to Mr. Crowley, valued at $1,000,432 on the grant date; and | | • | 4,104 shares to Ms. Heath, valued at $1,000,432 on the grant date. |

  58. Special RSU

    Special RSU At its meeting on February 6, 2025, on the recommendation of the Compensation Committee, the Board of Directors approved a Special Performance-Based RSU (the “Special RSU”) to be awarded to each Executive Officer, except for Mr. Koch and Mr. Calagione. The Special RSUs were: (1) described in detail in the February 11, 2025 Form 8-K; (2) awarded on March 1, 2025; and (3) valued at $1 million for each Executive Officer. Vesting of the Special RSUs is contingent upon: (1) the Company achieving positive depletions growth in a three-quarter rolling period over the analogous three-quarter period from the previous fiscal year, in or before the three fiscal quarter period ending immediately prior to March 31, 2027; and (2) continued employment on the applicable vesting dates.

  59. Special RSU

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  60. Stock Option Awards to then President & CEO Michael Spillane

    Stock Option Awards to then President & CEO Michael Spillane On February 8, 2025, the full Board approved an award of $6,200,000 in long-term equity awards to Mr. Spillane, 50% of which were Time-Based Option Awards and 50% of which were Performance-Based Option Awards, each awarded on March 1, 2025. These stock option awards were described in detail in the February 11, 2025 Form 8-K and awarded on March 1, 2025. The Performance-Based Option Awards have the same vesting contingencies and vesting schedule as the Annual Performance-Based RSUs awarded to our other NEOs, as described above under the heading Annual RSU Awards.

  61. Special RSU to Treasurer & CFO Diego Reynoso

    Special RSU to Treasurer & CFO Diego Reynoso On August 11, 2025, the Board of Directors, on the recommendation of the Compensation Committee, approved the grant of an RSU to Mr. Reynoso valued at $1,200,000. The RSUs will vest as to 100% of the shares on August 11, 2026, contingent upon Mr. Reynoso’s continued employment by the Company on that date. The purpose of the award was retention and to maintain stability in light of the CEO transition. The RSU was disclosed in a Form 8-K filed by the Company on August 12, 2025.

  62. Equity Adjustment for then Chief Supply Chain Officer Philip A. Hodges

    Equity Adjustment for then Chief Supply Chain Officer Philip A. Hodges On August 11, 2025, the Board of Directors, on the recommendation of the Compensation Committee, approved the grant of two RSU awards to Mr. Hodges, contingent upon the cancellation of analogous prior stock option awards. The first award granted to Mr. Hodges on August 11, 2025 was a time-based RSU, awarded contingent upon the cancellation of his May 24, 2023 time-based stock option award initially of the same value of $2,000,000. 50% of the RSUs vested immediately upon the grant date; 25% of the RSUs vested on March 1, 2026; and the remaining 25% of the RSUs will vest on March 1, 2027, contingent upon Mr. Hodges’ continued employment on that date. The second award granted to Mr. Hodges on August 11, 2025 was a performance-based RSU, granted contingent upon the cancellation of his May 24, 2023 performance-based stock option award initially of the same value of $1,000,000 and including the same performance criteria and vesting schedule as the cancelled performance-based stock option award. The performance criteria and vesting schedule are outlined in detail in a Form 8-K filed by the Company on May 22, 2023.

  63. LTE Awards to Chief Operating Officer Philip A. Hodges

    LTE Awards to Chief Operating Officer Philip A. Hodges As described in a Form 8-K filed by the Company on October 20, 2025, the Company awarded two long-term equity awards to Mr. Hodges in connection with his promotion to Chief Operating Officer, the details of which were outlined in his Offer Letter. The terms of the Offer Letter were approved by the Board of Directors on October 16, 2025. First, the Company granted Mr. Hodges a time-based stock option awarded valued at $9,000,000, effective October 28, 2025. The option shares vested as to one third of the shares covered by the Option on January 1, 2026, and will vest as to one third of the shares covered by the option on January 1 in each of 2027 and 2028, contingent upon Mr. Hodges’ continued employment by the Company on the applicable vesting dates. Second, the Company granted Mr. Hodges a time-based RSU valued at $3,000,000, effective October 28, 2025. One third of the RSUs vested on January 1, 2026, and the remaining RSUs will vest on January 1 in each of 2027 and 2028, contingent upon Mr. Hodges’ continued employment by the Company on the applicable vesting dates.

  64. Change in Control

    Change in Control Each of the equity awards granted to the Company’s Executive Officers in Fiscal Year 2025 includes a double-trigger Change in Control clause which provides that the awards shall become immediately exercisable in the event that a Change in Control results in the termination of the employment of the optionee without cause or good reason within 12 months of the Change in Control. For the purposes of the Company’s equity grants, the term “Change in Control” means if Chairman C. James Koch and/or members of his family cease to control a majority of the Company’s Class B Shares.

  65. Executive Compensation Analysis Timeline

    Executive Compensation Analysis Timeline While the Compensation Committee does not follow a strict calendar for establishing the parameters of executive compensation each year, it generally follows the following timeline. During and leading up to the October Compensation Committee meeting, the Committee, CEO, CFO, Chief People Officer, and the Director of Total Rewards review the Company’s peer group (if applicable), evaluate expected performance and vesting of outstanding equity grants, and review the projections for the then-current fiscal year bonus payouts. Then, at its December meeting, the Committee reviews benchmarking data, has preliminary discussions about the following year’s LTE Award recommendations and bonus scale, and tentatively establishes an aggregate pool for the following year’s Executive Officer LTE Awards. Next, in February, the Committee meets to review management’s report on Executive Officer performance and compensation; evaluates the status of the vesting criteria of any outstanding performance-based LTE Awards; reviews and approves the achievement of the previous year’s Executive Officer bonus targets; establishes the total compensation targets for Executive Officers for the then-current fiscal year; reviews and approves the bonus scale for the then-current fiscal year; and reviews and recommends approval of the LTE Awards to be awarded in the current fiscal year, including performance criteria – all subject to final approval by the full Board. LTE Awards are generally granted on March 1, bonuses are typically paid in early March, and merit increases are generally effective in March. Merit increases, bonus awards, equity awards, and other compensation changes may occur at other times during the year on occasion. The Company does not schedule equity award grants in anticipation of the release of material non-public information, nor does it time the release of material non-public information based on equity grant dates.

  66. Compensation Assessments

    Compensation Assessments The Compensation Committee has the authority to select, retain, and compensate outside executive compensation consultants and other experts as it determines is necessary to carry out its responsibilities. As one element in its assessment of the competitiveness of executive compensation packages established for Fiscal Year 2025, the Compensation Committee applied knowledge gained through executive compensation competitive assessments prepared by Frederic W. Cook & Co., Inc., or FW Cook, a nationally recognized executive compensation consulting firm (the “FW Cook Assessment”) that has been retained by the Company since 2018. The Compensation Committee assesses the independence of FW Cook on an annual basis. In 2024, FW Cook presented a compensation analysis to the Compensation Committee, including suggesting a peer group of companies, considering criteria such as financial similarity (primarily revenue and market capitalization), industry similarity, and number of employees. The Committee approved the following companies as Boston Beer’s peer group in 2024:

  67. Boston Beer Peer Group

    Boston Beer Peer Group

  68. Boston Beer Peer Group

    | Acushnet Company | Deckers Outdoor Corporation | Tilray Brands, Inc. | | Brown-Forman Corporation | Flower Foods Inc. | The Vita Coco Company | | Cabot Corporation | Hasbro, Inc. | Vector Group Ltd. | | Celsius Holdings | Lancaster Colony Corp. | YETI Holdings, Inc. | | Church & Dwight Co., Inc. | National Beverage Corp. | | | Columbia Sportswear Co. | SharkNinja | |

  69. Boston Beer Peer Group

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  70. Boston Beer Peer Group

    The Compensation Committee adjusted this peer group again in late November 2025, but those adjustments did not factor into any compensation decisions for Fiscal Year 2025. In 2025, the Committee determined that FW Cook is independent and that no conflicts of interest existed. FW Cook reports directly to the Compensation Committee and did not provide services to, or on behalf of, any other part of our business in 2025. As part of its retention in 2025, the Compensation Committee tasked FW Cook to analyze Boston Beer’s compensation programs and compensation strategies, confirm the appropriateness of the strategies, and provide the Committee with external benchmarking information for Boston Beer’s Executive Officers. FW Cook used multiple data sources to assess Boston Beer’s executive compensation plan going forward, including, but not limited to, the compensation paid to the CEO and other named executive officers of the peer group companies, as derived from the most recent proxy statements filed by the peer group companies and third-party surveys. The information gained from the FW Cook Assessment helped the Compensation Committee better understand market practices and provided perspective for the Committee’s determinations regarding 2025 Executive Officer compensation packages. However, while competitive market practices are considered, the Committee continues to believe that individual and Company performance, the impact of an Executive Officer’s role and function within the Company, and the Executive Officer’s contribution to the Company’s growth are similarly important drivers of total compensation decisions.

  71. Compensation of C. James Koch, Chairman, President & Chief Executive Officer

    Compensation of C. James Koch, Chairman, President & Chief Executive Officer Mr. Koch, the Company’s Founder and Chairman, reassumed the position of President and CEO effective August 15, 2025. Prior to this appointment, Mr. Koch served as Brewer, Founder, and Chairman of the Board, during which time in 2025, he did not receive salary, bonus, or equity compensation. Upon assuming the CEO role, Mr. Koch elected to continue forgoing salary and bonus, and no new equity awards were granted. His compensation in 2025 was comprised solely of $5,637 in health and welfare coverage and $58 in life and disability insurance premiums, resulting in $5,695 in total compensation for 2025. The Summary Compensation Table included in this Proxy Statement sets forth all compensation received by Mr. Koch for Fiscal Year 2025. There is no Company-sponsored retirement program for Mr. Koch other than the Company’s 401(k) plan, and he received no benefits or perquisites from Boston Beer other than the benefits generally available to our coworkers. Mr. Koch does not have a severance or change in control arrangement.

  72. Compensation of Michael Spillane, Former President & Chief Executive Officer

    Compensation of Michael Spillane, Former President & Chief Executive Officer Mr. Spillane stepped down from his position of President and CEO effective August 15, 2025, but remained employed in an advisory role for all of Fiscal Year 2025. His compensation in 2025 included a base salary, a performance-based cash bonus, an annual performance-based RSU award, a performance-based stock option award, and a time-based stock option award. The mix of his total compensation for 2025 is set forth below:

  73. Compensation of Michael Spillane, Former President & Chief Executive Officer

    | Annual Compensation | | | Base Salary Received | $803,519 | | Performance-Based Cash Bonus | $874,281 | | Performance-Based RSU Award | $1,000,188 | | Stock Option Awards | $6,200,161 | | Other Compensation | $14,685 | | 2025 TOTAL COMPENSATION | $8,892,835 |

  74. Compensation of Michael Spillane, Former President & Chief Executive Officer

    | • | Base Salary: Mr. Spillane’s annual base salary of $905,000 was approved by the Compensation Committee of the Board of Directors on February 5, 2025. After stepping down as CEO effective Augst 15, 2025, he remained a salaried employee of the Company with the same base salary through November 15, 2025, and was then engaged as an advisor through March 31, 2026, compensated at the rate of $10,000 per quarter. This transition package was approved by both the Compensation Committee and the full Board on August 1, 2025. | | • | Performance-Based Cash Bonus: On February 5, 2025, the Compensation Committee approved a target cash bonus for Mr. Spillane of 120% of his full-year base salary. As approved by the Compensation Committee and the full Board on August 1, 2025, the Transition Agreement capped his cash bonus potential to the period as a salaried employee through November 15, 2025. As described under the Cash Incentive Bonuses heading, the Compensation Committee reviewed Fiscal Year 2025 Company performance against the 2025 cash bonus scale in February 2026 and determined that the Company achieved 90% on the scale. Accordingly, the Committee approved a bonus to Mr. Spillane in the amount of $874,281, which was paid in March 2026. | | • | Performance-Based RSU Award: On March 1, 2025, the Company granted Mr. Spillane a performance-based RSU valued at $1,000,188, which is described above under the heading “Special RSU.” The Special RSU granted to Mr. Spillane has the same structure and value as the Special RSU granted to the Company’s other Executive Officers. Vesting of the Special RSUs is contingent upon: (1) the Company achieving positive depletions growth in a three-quarter rolling period over the analogous three-quarter period from the previous fiscal year, in or before the three fiscal quarter period ending immediately prior to March 31, 2027; and (2) continued employment on the applicable vesting dates. Given that Mr. Spillane’s employment as an advisor ended on March 31, 2026, his Special RSUs will not vest. |

  75. Compensation of Michael Spillane, Former President & Chief Executive Officer

    | • | Stock Option Awards: On February 8, 2025, the full Board approved the grant of $6,200,000 in long-term equity awards to Mr. Spillane, 50% of which were Time-Based Option Awards and 50% of which were Performance-Based Option Awards, each awarded on March 1, 2025. The Time-Based Option Awards were scheduled to vest 25% per year over a four-year period, with the first vesting occurring on March 1, 2026, and the last on March 1, 2029, contingent upon continued employment with the Company on the applicable vesting dates. Given that Mr. Spillane’s employment as an advisor ended on March 31, 2026, no additional shares will vest after that date. The Time-Based Option Awards were scheduled vest on March 1, 2028, contingent on the Company achieving certain net revenue growth in Fiscal Year 2027 over Fiscal Year 2024 and continued employment on that date. Given that Mr. Spillane’s employment as an advisor ended on March 31, 2026, no shares from this award will vest. | | • | Other Compensation: “Other Compensation” includes $14,000 in matching contributions to the Company’s 401(k) plan and $685 in Company contributions to annual group life insurance, accidental death and dismemberment insurance, and short-term and long-term disability. Mr. Spillane was eligible for the same level and offering of those benefits as other Company coworkers. |

  76. Compensation of Michael Spillane, Former President & Chief Executive Officer

    The Summary Compensation Table included in this Proxy Statement sets forth all compensation received by Mr. Spillane for Fiscal Year 2025. There is no Company-sponsored retirement program for Mr. Spillane other than the Company’s 401(k) plan, and he received no benefits or perquisites from Boston Beer other than the benefits generally available to our coworkers. Mr. Spillane does not have a severance or change in control arrangement, other than the Change in Control provisions in his LTE Awards, which are described in detail under the heading “Employment Contracts, Termination of Employment, and Change in Control Agreements.”

  77. Compensation of Named Executive Officers Other than the CEO and Former CEO

    | Name | Title | 2025 Bonus, Paid in March 2026 | | Diego Reynoso | Treasurer and CFO | $455,373 | | Philip A. Hodges | Chief Operating Officer | $461,246 | | Michael R. Crowley | Chief Sales Officer | $252,663 | | Tara L. Heath | Chief Legal Officer & General Counsel | $238,112 |

  78. Compensation of Named Executive Officers Other than the CEO and Former CEO

    March 1, 2025 Equity Awards: On March 1, 2025, the Company granted annual performance-based RSUs, annual time-based RSUs, and Special RSUs to our other NEOs, which awards had been approved by the Compensation Committee and the Board of Directors in February 2025. The number of shares awarded and the value of the awards as of March 1, 2025 are shown in the chart below.

  79. Compensation of Named Executive Officers Other than the CEO and Former CEO

    | Name | Title | Performance-Based RSUs | Time-Based RSUs | Special RSUs | | Diego Reynoso | Treasurer and CFO | 2,667 RSUs $650,135 | 2,667 RSUs $650,135 | 4,103 RSUs $1,000,188 | | Philip A. Hodges | Chief Operating Officer | — | — | 4,103 RSUs $1,000,188 | | Michael R. Crowley | Chief Sales Officer | 2,052 RSUs $500,216 | 2,052 RSUs $500,216 | 4,103 RSUs $1,000,188 | | Tara L. Heath | Chief Legal Officer & General Counsel | 2,052 RSUs $500,216 | 2,052 RSUs $500,216 | 4,103 RSUs $1,000,188 |

  80. Compensation of Named Executive Officers Other than the CEO and Former CEO

    Mr. Hodges did not receive annual RSUs on March 1, 2025, as he received special long-term equity awards in May 2023 in lieu of annual awards.

  81. Other Long-Term Equity Awards Granted to Our Other NEOs in 2025

    Other Long-Term Equity Awards Granted to Our Other NEOs in 2025

  82. Special RSU to Treasurer & CFO Diego Reynoso

    Special RSU to Treasurer & CFO Diego Reynoso On August 11, 2025, the Board of Directors, on the recommendation of the Compensation Committee, approved the grant of an RSU to Mr. Reynoso valued at $1,200,000. The RSUs will vest as to 100% of the shares on August 11, 2026, contingent upon Mr. Reynoso’s continued employment by the Company on that date. The purpose of the award was retention and to maintain stability in light of the CEO transition. The RSU was disclosed in a Form 8-K filed by the Company on August 12, 2025.

  83. Equity Adjustment for then Chief Supply Chain Officer Philip A. Hodges

    Equity Adjustment for then Chief Supply Chain Officer Philip A. Hodges On August 11, 2025, the Board of Directors, on the recommendation of the Compensation Committee, approved the grant of two RSU awards to Mr. Hodges, contingent upon the cancellation of analogous prior stock option awards. The first award granted to Mr. Hodges on August 11, 2025 was a time-based RSU, awarded contingent upon the cancellation of his May 24, 2023 time-based stock option award initially of the same value of $2,000,000. 50% of the RSUs vested immediately upon the grant date; 25% of the RSUs vested on March 1, 2026; and the remaining 25% of the RSUs will vest on March 1, 2027, contingent upon Mr. Hodges’ continued employment on that date. The second award granted to Mr. Hodges on August 11, 2025 was a performance-based RSU, granted contingent upon the cancellation of his May 24, 2023 performance-based stock option award initially of the same value of $1,000,000 and including the same performance criteria and vesting schedule as the cancelled performance-based stock option award. The performance criteria and vesting schedule are outlined in detail in a Form 8-K filed by the Company on May 22, 2023.

  84. LTE Awards to Chief Operating Officer Philip A. Hodges

    LTE Awards to Chief Operating Officer Philip A. Hodges As described in a Form 8-K filed by the Company on October 20, 2025, the Company awarded two long-term equity awards to Mr. Hodges in connection with his promotion to Chief Operating Officer, the details of which were outlined in his Offer Letter. The terms of the Offer Letter were approved by the Board of Directors on October 16, 2025. First, the Company granted Mr. Hodges a time-based stock option awarded valued at $9,000,000, effective October 28, 2025. The option shares vested as to one third of the shares covered by the Option on January 1, 2026, and will vest as to one third of the shares covered by the option on January 1 in each of 2027 and 2028, contingent upon Mr. Hodges’ continued employment by the Company on the applicable vesting dates. Second, the Company granted Mr. Hodges a time-based RSU valued at $3,000,000, effective October 28, 2025. One third of the RSUs vested on January 1, 2026, and the remaining RSUs will vest on January 1 in each of 2027 and 2028, contingent upon Mr. Hodges’ continued employment by the Company on the applicable vesting dates.

  85. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our 2026 NEOs for Fiscal Year 2025, Fiscal Year 2024, and Fiscal Year 2023.

  86. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus(1)(2) | Restricted Stock Awards(3) | Option Awards(3) | All Other Compensation(1)(4) | Total | | Jim Koch | 2025 | $0 | $0 | $0 | $0 | $5,695 | $5,695 | | CEO, Brewer & Founder | 2024 | $478,404 | $0 | $0 | $0 | $14,672 | $493,076 | | | 2023 | $464,470 | $455,181 | $0 | $0 | $14,117 | $933,768 | | Diego Reynoso Chief Financial Officer | 2025 | $639,120 | $455,373 | $3,500,512(5)(6)(7) | $0 | $14,742 | $4,609,747 | | | 2024 | $619,385 | $382,470 | $800,548(5)(9) | $0 | $14,672 | $1,817,074 | | | 2023 | $184,615 | $111,000 | $1,500,083(5) | $1,500,110(5) | $608,359 | $3,904,167 | | Phil Hodges Chief Operating Officer | 2025 | $647,336 | $461,246 | $7,000,621(5)(7)(8)(12) | $9,000,035(5) | $96,504 | $17,205,742 | | | 2024 | $629,902 | $359,044 | $0 | $0 | $41,285 | $1,030,231 | | | 2023 | $376,096 | $214,500 | $5,000,543(5)(8) | $3,000,117(5)(8) | $668,245 | $9,259,501 | | Michael Crowley Chief Sales Officer | 2025 | $443,269 | $252,663 | $2,000,620(5)(6)(7) | $0 | $18,270 | $2,714,823 | | | 2024 | $414,039 | $196,668 | $415,373(5)(9) | $0 | $19,582 | $1,045,661 | | | 2023 | $320,345 | $154,000 | $225,091(5) | $0 | $18,305 | $717,741 | | Tara Heath Chief Legal Officer, General Counsel | 2025 | $417,740 | $238,112 | $2,000,620(5)(6)(7) | $0 | $16,060 | $2,672,532 | | | 2024 | $380,125 | $198,615 | $400,582(5)(9) | $0 | $32,664 | $1,011,986 | | | 2023 | $348,238 | $174,250 | $175,176(5) | $175,118(10) | $32,605 | $905,386 | | Michael Spillane Former President & CEO | 2025 | $803,519 | $874,281 | $1,000,188(7) | $6,200,161(5)(6) | $14,685 | $8,892,835 | | | 2024 | $695,423 | $2,581,540 | $2,000,039(9) | $3,000,052(5) | $14,269 | $8,291,323 | | | 2023 | $115,000(11) | $0 | $65,109(11) | $65,101(11) | $0 | $245,210 |

  87. Summary Compensation Table

    | (1) Included in this column are amounts earned, although not necessarily received, during the corresponding fiscal year. | | (2) The Compensation Committee, on occasion, awards Executive Officers additional discretionary bonus payments outside of the scope of the Executive Officer’s incentive bonus goal plan in recognition of exceptional performance, in connection with hiring, or for other reasons. | | (3) Reflects the dollar amount of the aggregate grant date fair value of awards granted during each fiscal year as computed in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). The methods and assumptions used in valuing the stock option and restricted stock awards in accordance with ASC 718 are described in the Company’s audited financial statements for Fiscal Year 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026. | | (4) Includes annual group life insurance premium, Company matching contributions under the Company’s 401(k) plan paid in the respective year, car allowances as applicable, Company health savings contributions under the Company’s medical plan paid in the respective year, accrued but unused paid time off paid to former employees, financial guidance benefits, fitness reimbursements, and Relocation Assistance if applicable. For Fiscal Year 2025, Mr. Reynoso, Mr. Hodges, Mr. Crowley, Ms. Heath, and Mr. Spillane each received 401(k) plan matching contributions in the amount of $14,000. | | (5) Grant contains service-based vesting conditions; as such, the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. | | (6) Grant contains performance-based vesting conditions based on net revenue growth as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. The Compensation Committee will determine if the performance criteria have been met prior to March 1, 2028. | | (7) Grant contains performance-based vesting conditions based on the Company achieving positive depletions growth as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. Quarterly assessment of the performance criteria began in the third quarter of Fiscal Year 2025, and through the end of the fourth quarter of Fiscal Year 2025 the criteria had not been achieved. The Compensation Committee will continue to evaluate performance each quarter, with the final measurement period concluding at the end of the first quarter of Fiscal Year 2027. | | (8) Grant contains performance-based vesting conditions based on meeting adjusted gross margin and net promotor score achievement targets, as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. The Compensation Committee will determine if the performance criteria have been met prior to May 1, 2027. | | (9) Grant contains performance-based vesting conditions based on net revenue growth as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. The Compensation Committee will determine if the performance criteria have been met prior to March 1, 2027. | | (10) Grant contains performance-based vesting conditions based on net revenue growth as fully described under the heading “Long-Term Equity Awards - Stock Option Awards” above; the value reported above reflects the value of the award at the grant date and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures. In February 2025, the Compensation Committee determined that the performance criteria had been achieved. |

  88. Summary Compensation Table

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  89. Summary Compensation Table

    | (11) Includes standard Director compensation received by Mr. Spillane for service on the Company’s Board of Directors. | | (12) Grant contains modification of equity awards resulting from the cancellation of outstanding May 2023 stock option awards and the grant of replacement RSU awards in August 2025. Because the modified awards contain service-based and performance-based vesting conditions, the value reported reflects the grant date fair value of the new awards in accordance with ASC 718. The Company measured the incremental compensation cost as the excess of the fair value of the modified awards over the fair value of the original awards on the modification date. |

  90. Summary Compensation Table

    Except as noted in the “All Other Compensation” column, we have not paid or provided any perquisites to any of our Executive Officers, either individually or in the aggregate, in excess of $10,000. Investment Shares of the Company’s Class A Common Stock purchased by Executive Officers at a discount under the ISP are not included in the Summary Compensation Table. The Chairman and the CEO are not eligible for the ISP. Executive Officers other than the Chairman and the CEO receive the same opportunity under the ISP as other ISP Eligible Employees. On December 27, 2025, no Executive Officers held unvested Investment Shares.

  91. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table describes the potential range of annual cash incentive awards and potential payouts under equity incentive awards for Fiscal Year 2025 performance, the actual stock option awards granted during Fiscal Year 2025, the actual RSUs granted during Fiscal Year 2025, and the grant date fair value of the equity awards.

  92. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number | Exercise or Base Price of Option | Closing Price on Date of | Grant Date Fair Value of Stock and Option | | Name/Type of Award | Grant Date | Approval Date | Target ($) | Maximum ($) | Target (sh) | Maximum (sh) | of Shares of Stock | Awards ($/sh) | Grant ($/sh) | Awards ($)(2) | | Diego Reynoso | | | | | | | | | | | | Annual Incentive | | | $479,340 | $1,198,350 | | | | | | | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 2,667(7) | | | $650,135 | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 4,103(8) | | | $1,000,188 | | Service RSU | 3/1/2025 | 2/12/2025(4) | | | | | 2,667(9) | | | $650,135 | | Service RSU | 8/11/2025 | 8/11/2025(4) | | | | | 5,518(10) | | | $1,200,055 | | Phil Hodges | | | | | | | | | | | | Annual Incentive | | | $485,502(14) | $1,213,755(14) | | | | | | | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 4,103(8) | | | $1,000,188 | | Performance RSU | 8/11/2025 | 8/11/2025(4) | | | | | 4,599(11)(12) | | | $1,000,191 | | Service RSU | 8/11/2025 | 8/11/2025(4) | | | | | 9,197(11)(13) | | | $2,000,164 | | Service Option | 10/28/2025 | 10/20/2025(3) | | | 88,268(5) | 88,268(5) | | $227.52(3) | $227.52(3) | $9,000,035 | | Service RSU | 10/28/2025 | 10/20/2025(4) | | | | | 13,186(5) | | | $3,000,079 | | Michael Crowley | | | | | | | | | | | | Annual Incentive | | | $265,961 | $664,904 | | | | | | | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 2,052(7) | | | $500,216 | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 4,103(8) | | | $1,000,188 | | Service RSU | 3/1/2025 | 2/12/2025(4) | | | | | 2,052(9) | | | $500,216 | | Tara Heath | | | | | | | | | | | | Annual Incentive | | | $250,644 | $626,610 | | | | | | | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 2,052(7) | | | $500,216 | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 4,103(8) | | | $1,000,188 | | Service RSU | 3/1/2025 | 2/12/2025(4) | | | | | 2,052(9) | | | $500,216 | | Michael Spillane | | | | | | | | | | | | Annual Incentive | | | $964,223(15) | $2,410,557(15) | | | | | | | | Service Option | 3/1/2025 | 2/12/2025(3) | | | 27,369(6) | 27,369(6) | | $243.77(3) | $243.77(3) | $3,100,070 | | Performance Option | 3/1/2025 | 2/12/2025(3) | | | 26,825(7) | 26,825(7) | | $243.77(3) | $243.77(3) | $3,100,091 | | Performance RSU | 3/1/2025 | 2/12/2025(4) | | | | | 4,103(8) | | | $1,000,188 |

  93. Grants of Plan-Based Awards in Fiscal Year 2025

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  94. Grants of Plan-Based Awards in Fiscal Year 2025

    | (1) Cash bonus payouts are determined in accordance with a scale that provides for between 0% and 250% payout. The target represents 100% payout for full achievement of the performance goals, whereas the maximum represents 250% payout for achievement above the performance goals. Nevertheless, the Compensation Committee has the discretion to adjust the actual payout upon evaluation of overall achievement. | | (2) Reflects the dollar amount of the aggregate grant date fair value of awards granted during the fiscal year as computed in accordance with ASC 718. The method and assumptions used in valuing the equity awards in accordance with ASC 718 are described in Notes B and O to the Company’s audited financial statements for Fiscal Year 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026. | | (3) On the Approval Date, upon the recommendation of the Compensation Committee, the Board of Directors granted the above stock options effective, with an exercise price equal to the closing price of the Company’s stock on the last trading day immediately prior to the Grant Date. | | (4) On the Approval Date, upon the recommendation of the Compensation Committee, the Board of Directors granted the above RSU effective as of the Grant Date. | | (5) The shares will vest one third on January 1 in each of 2026, 2027 and 2028, contingent upon your continued employment by the Company on the applicable vesting dates. | | (6) The option vests at 25% on March 1, 2026, 25% on March 1, 2027, 25% on March 1, 2028 and 25% on March 1, 2029, contingent upon continued employment with the Company on the applicable vesting dates. | | (7) The vesting of these shares is contingent on the Company achieving certain performance criteria. If the compounded annual growth rate of the Company’s net revenue in 2027 over 2024 is equal to or greater than -3.0%, but less than 0%, 50% of the number of shares will be eligible to vest on March 1, 2028. If the compounded annual growth rate of the Company’s net revenue in 2027 over 2024 is equal to or greater than 0%, but less than 3.0%, 100% of the number of shares shall be eligible to vest on March 1, 2028. If the compounded annual growth rate of the Company’s net revenue in 2027 over 2024 is equal to or greater than 3.0%, 200% of the number of shares shall be eligible to vest on March 1, 2028. | | (8) The RSUs are subject to performance-based vesting tied to the Company’s “growth goal,” defined as positive full-company depletions growth over any three-quarter rolling period between Q1 2025 and Q1 2027, compared to the corresponding three-quarter period in the prior year. Upon certification that the performance criteria have been achieved, 50% of the RSUs will vest immediately, 25% will vest on the following March 1, and the remaining 25% will vest on the next March 1, one year later, in each case contingent upon continued employment with the Company on the applicable vesting dates. | | (9) The RSUs vest 25% per year over a four-year period, with the first vesting occurring on March 1, 2026, and the last on March 1, 2028, contingent upon continued employment with the Company on the applicable vesting dates. | | (10) The RSUs vest 100% on August 11, 2026, contingent upon continued employment with the Company on the applicable vesting dates. | | (11) Grant contains modification of equity awards resulting from the cancellation of outstanding May 2023 stock option awards and the grant of replacement RSU awards in August 2025. Because the modified awards contain service-based and performance-based vesting conditions, the value reported reflects the grant date fair value of the new awards in accordance with ASC 718. The Company measured the incremental compensation cost as the excess of the fair value of the modified awards over the fair value of the original awards on the modification date. | | (12) The RSUs include two performance-based vesting components: • Adjusted Delivered Gross Margin Component (87.5%) - These RSUs will vest on March 1, 2027, contingent upon Fiscal Year 2026 performance. If the Company achieves an Adjusted Delivered Gross Margin of 40.3% or greater, 87.5% will vest. If the Company achieves 39.3% or greater, but below the primary target, 43.75% will vest. If neither threshold is met, no RSUs will vest under this component. • Net Promoter Score Component (12.5%) - These RSUs will vest on May 1, 2027, contingent upon achieving results from the 2027 Engagement Survey. If the Company achieves a Supply Chain Net Promoter Score of +19 or greater, 12.5% will vest. If the Company achieves +9 or greater, but below the primary target, 6.25% will vest. If neither threshold is met, no RSUs will vest under this component. | | (13) The RSUs vests at 50% August 11, 2025, 25% on March 1, 2026, 25% on March 1, 2027, contingent upon continued employment with the Company on the applicable vesting dates. | | (14) Reflects proration of Mr. Hodges’ 2025 compensation as a result of his appointment as Chief Operating Officer effective October 20, 2025. | | (15) Reflects adjustments to Mr. Spillane’s 2025 compensation in connection with his Transition Agreement entered into on August 1, 2025. |

  95. Grants of Plan-Based Awards in Fiscal Year 2025

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  96. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth information regarding LTE Awards granted to our Named Executive Officers that were outstanding as of December 27, 2025.

  97. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | Name | No. of Securities Underlying Unexercised Options Exercisable | No. of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: No. of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | No. of Shares of Stock That Have Not Vested | Market Value of Shares that Have Not Vested ($)(1) | | Jim Koch | 2,745(2) | — | — | $169.85 | 1/1/2027 | | | | | 1,511(3) | — | — | $191.10 | 12/31/2027 | | | | Diego Reynoso | 4,858(11) | 4,859(11) | — | $333.50 | 10/31/2033 | 2,250(4) | $443,363 | | | | | | | | 975(5) | $192,124 | | | | | | | | 2,667(6) | $525,532 | | | | | | | | 5,518(7) | $1,087,322 | | | | | | | | 1,299(8) | $255,968 | | | | | | | | 2,667(9) | $525,532 | | | | | | | | 4,103(10) | $808,496 | | Phil Hodges | — | 88,268(17) | — | $227.52 | 10/28/2035 | 3,025(12) | $596,076 | | | | | | | | 4,599(13) | $906,233 | | | | | | | | 13,186(14) | $2,598,301 | | | | | | | | 9,073(15) | $1,787,835 | | | | | | | | 4,103(10) | $808,496 | | | | | | | | 4,599(16) | $906,233 | | Michael Crowley | — | — | — | — | — | 147(18) | $28,966 | | | | | | | | 232(19) | $45,716 | | | | | | | | 506(5) | $99,707 | | | | | | | | 2,052(6) | $404,347 | | | | | | | | 674(8) | $132,812 | | | | | | | | 2,052(9) | $404,347 | | | | | | | | 4,103(10) | $808,496 | | Tara Heath | 360(20) | 720(20) | — | $323.80 | 10/28/2033 | 196(18) | $38,622 | | | | | | | | 271(19) | $53,401 | | | | | | | | 488(5) | $96,160 | | | | | | | | 2,052(6) | $404,347 | | | | | | | | 650(8) | $128,083 | | | | | | | | 2,052(9) | $404,347 | | | | | | | | 4,103(10) | $808,496 | | Michael Spillane | 1,698(21) | — | — | $140.05 | 5/18/2027 | 4,103(10)(24) | $0 | | | 1,016(21) | — | — | $238.90 | 5/17/2028 | | | | | 787(21) | — | — | $343.86 | 5/16/2029 | | | | | 580(21) | — | — | $484.46 | 5/14/2030 | | | | | 237(21) | — | — | $1,061.71 | 5/19/2031 | | | | | 635(21) | — | — | $356.52 | 5/18/2032 | | | | | 417(21) | — | — | $319.16 | 5/17/2033 | | | | | — | 21,205(22)(24) | — | $304.42 | 4/1/2034 | | | | | — | 27,369(23)(24) | — | $243.77 | 3/1/2035 | | |

  98. Outstanding Equity Awards at 2025 Fiscal Year End

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  99. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) Market value of shares that have not vested is calculated using a stock price of $299.98, which is the Market value of shares that have not vested is calculated using a stock price of $197.05, which is the closing price of the Company’s stock on the last trading day of Fiscal Year 2025. | | (2) Stock option award granted on January 1, 2017. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares vested on March 1, 2020, January 1, 2021, and January 1, 2022. In February 2020, the Compensation Committee determined that the performance criteria had been met. | | (3) Stock option award granted on January 1, 2017. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares vested on March 1, 2020, January 1, 2021, and January 1, 2022. In February 2020, the Compensation Committee determined that the performance criteria had been met. | | (4) RSU granted on October 31, 2023. Contingent on Mr. Reynoso’s continued employment by the Company on the applicable vesting date, 25% of the shares vested on March 1, 2024, 25% of the shares vested on March 1, 2025, 25% of the shares will vest on March 1, 2026, and 25% of the shares will vest on March 1, 2027. | | (5) RSU granted on March 1, 2024. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2025 to 2028. | | (6) RSU granted on March 1, 2025. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares will vest on March 1 in the years 2026 to 2029. | | (7) RSU granted on August 11, 2025. Contingent on Mr. Reynoso’s continued employment by the Company on the applicable vesting date, 100% of the shares will vest on August 11, 2026. | | (8) RSU granted on March 1, 2024. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, the shares will vest partially or fully on March 1, 2027. | | (9) RSU granted on March 1, 2025. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, the shares will vest partially or fully on March 1, 2028. | | (10) RSU granted on March 1, 2025. Contingent on certain performance criteria being met by March 2027 and continued employment on the applicable vesting date, 50% will vest immediately, 25% will vest on the following March 1, and the remaining 25% will vest on the next March 1, one year later. | | (11) Stock option award granted on October 31, 2023. Contingent on Mr. Reynoso’s continued employment by the Company on the applicable vesting date, 25% of the shares vested on March 1, 2024, 25% of the shares vested on March 1, 2025, 25% of the shares will vest on March 1, 2026, and 25% of the shares will vest on March 1, 2027. | | (12) RSU granted on May 24, 2023. Contingent on Mr. Hodges’ continued employment by the Company on the applicable vesting date, 25% of the shares vested on March 1, 2024, 25% of the shares vested on March 1, 2025, 25% of the shares will vest on March 1, 2026, and 25% of the shares will vest on March 1, 2027. | | (13) RSU granted on August 11, 2025. Contingent on Mr. Hodges’ continued employment by the Company on the applicable vesting date, half of the shares vested immediately upon grant, 25% of the shares will vest on March 1, 2026, and 25% of the shares will vest on March 1, 2027. | | (14) RSU granted on October 28, 2025. Contingent on Mr. Hodges’ continued employment by the Company on the applicable vesting date, one-third of the shares vested or will vest on January 1, 2026, January 1, 2027, and January 1, 2028. | | (15) RSU granted on May 24, 2023. Contingent on Mr. Hodges achieving certain gross margin and net promoter score targets, and continued employment on the applicable vesting date, the shares will vest partially or fully on March 1, 2027. | | (16) RSU granted on August 11, 2025. Contingent on Mr. Hodges achieving certain gross margin and net promoter score targets, and continued employment on the applicable vesting date, the shares will vest partially or fully on March 1, 2027. | | (17) Stock option award granted on October 28, 2025. Contingent on Mr. Hodges’ continued employment by the Company on the applicable vesting date, one-third of the shares vested or will vest on January 1, 2026, January 1, 2027, and January 1, 2028. | | (18) RSU granted on March 1, 2022. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2023 to 2026. | | (19) RSU granted on March 1, 2023. Contingent on continued employment by the Company on the applicable vesting date, 25% of the shares vested or will vest on March 1 in the years 2024 to 2027. | | (20) Stock option award granted on March 1, 2023. Contingent on certain performance criteria being met and continued employment on the applicable vesting date, one-third of the shares will vest on March 1 in each of the years 2025 to 2027. In February 2025, the Compensation Committee determined that the performance criteria had been met. | | (21) Stock option awards granted under the Director Equity Plan, prior to Mr. Spillane’s appointment as President and CEO. | | (22) Stock option granted on April 1, 2024. Contingent on Mr. Spillane’s continued employment by the Company on the applicable vesting date, 50% of the shares will vest on March 1, 2026, 25% of the shares will vest on March 1, 2027, and 25% of the shares will vest on March 1, 2028. | | (23) Stock option granted on March 1, 2025. Contingent on Mr. Spillane’s continued employment by the Company on the applicable vesting date, 25% of the shares will vest on March 1, 2026, 25% of the shares will vest on March 1, 2027, 25% of the shares will vest on March 1, 2028, and 25% of the shares will vest on March 1, 2029. | | (24) As a consequence of Mr. Spillane’s continuing advisory relationship with the Company, equity grants will continue to vest in accordance with their respective terms through March of 2026. |

  100. Outstanding Equity Awards at 2025 Fiscal Year End

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  101. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth information regarding options exercised by our NEOs in Fiscal Year 2025, RSUs previously granted to our NEOs that vested during Fiscal Year 2025, and information regarding the value realized on such exercises and vestings.

  102. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Option Awards | | RSAs & RSUs | | | Name | No. of Shares Acquired on Exercise (#) | Value Realized on Exercise | No. of Shares Vested (#) | Value Realized on Vesting | | Jim Koch | — | — | — | — | | Diego Reynoso | — | — | 1,448 | $352,979 | | Phil Hodges | — | — | 6,110 | $1,368,553 | | Michael Crowley | — | — | 468 | $114,084 | | Tara Heath | — | — | 530 | $129,198 | | Michael Spillane | 3,120 | $150,393 | — | — |

  103. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As of December 27, 2025, we did not have employment agreements, severance arrangements, life insurance agreements, or change in control plans with any of our currently serving Named Executive Officers that would provide severance benefits in the event of the termination of their employment or a Change in Control. However, the EEIP provides participants, including our Named Executive Officers, with certain rights in the event of the termination of their employment, including by reason of death or disability or upon a Change in Control of Boston Beer. This section describes the rights of our Named Executive Officers in the hypothetical event that such contingencies occurred on December 27, 2025. On that date, the market price of Boston Beer Class A Common Stock was $197.05 per share. For the purposes of the Company’s equity grants, the term “Change in Control” means if Mr. Koch and/or members of his family cease to control a majority of the Company’s issued and outstanding Class B Common Stock. The term “Qualified Termination” means if the Change in Control results in the termination of the employment of the participant without cause or good reason within 12 months of the Change in Control. “Cause” means: (i) engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its affiliates; or (ii) violating a federal or state law or regulation applicable to the Company’s business, which violation was or is reasonably likely to be injurious to the Company; or (iii) being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty, or fraud against the Company; or (iv) the material misappropriation of property belonging to the Company or its affiliates. “Good Reason” means, without the participant’s written consent: (i) a reduction in base salary; or (ii) a relocation of principal place of work to a location more than 50 miles away from the workplace prior to the relocation; or (iii) the significant reduction of duties or responsibilities when compared to duties or responsibilities in effect immediately prior to the Change in Control. Payments or benefits under other plans and arrangements that are generally provided on a non-discriminatory basis to all similarly situated employees of the Company upon the termination of their employment are not described, including: (a) accrued base salary; (b) annual incentive earned with respect to completed performance periods; (c) distribution of vested account balances under the Company’s 401(k) plan; and (d) life insurance benefits generally available to all fulltime coworkers.

  104. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following table sets forth information regarding compensation actually paid to our CEO and other NEOs and the financial performance of the Company for the last five fiscal years.

  105. Pay Versus Performance Disclosure

    | | Summary Compensation Table Total for PEO (Spillane) | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | Compensation Actually Paid to PEO (Spillane) | Summary Compensation Table Total for PEO (Burwick) | Compensation Actually Paid to PEO (Burwick) | Summary Compensation Table Total for PEO (Koch) | Compensation Actually Paid to PEO (Koch) | | | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Depletions Growth (%) | | 2025 | $8,892,835 | $1,692,486 | $— | $— | $5,695 | $5,695 | $6,800,711 | $925,109 | $19.42 | $127.18 | $109,460,000 | -4% | | 2024 | $8,291,323 | $3,291,232 | $1,123,689 | $1,123,689 | — | — | $1,906,263 | $852,270 | $29.67 | $121.18 | $59,695,000 | -2% | | 2023 | — | — | $5,902,526 | $1,902,406 | — | — | $3,011,291 | $610,905 | $34.05 | $122.27 | $76,250,000 | -6% | | 2022 | — | — | $4,848,737 | $848,576 | — | — | $1,247,885 | $828,547 | $32.47 | $124.74 | $67,263,000 | -5% | | 2021 | — | — | $14,840,957 | $839,176 | — | — | $1,044,866 | $876,342 | $51.71 | $114.51 | $14,553,000 | 22% |

  106. Pay Versus Performance Disclosure

    Compensation actually paid differs from table totals due to LTE awards with multi-year service and/or performance-based vesting conditions. The following table sets forth information regarding the identification of our Primary Executive Officer (“PEO”) and non-PEO NEOs for the corresponding fiscal years. In each of these years, our PEO held the title of CEO.

  107. Pay Versus Performance Disclosure

    | Fiscal Year | CEO(s) | Other NEOs | | 2021 | David A. Burwick | Frank H. Smalla, John C. Geist, Quincy B. Troupe, Lesya Lysyj | | 2022 | David A. Burwick | Frank H. Smalla, John C. Geist, Lesya Lysyj, Carolyn O’Boyle, Quincy B. Troupe | | 2023 | David A. Burwick | Diego Reynoso, Matthew D. Murphy, Philip A. Hodges, John C. Geist, Lesya Lysyj, Frank H. Smalla | | 2024 | David A. Burwick, Michael Spillane | Diego Reynoso, Lesya Lysyj, Carolyn O’Boyle, Michael R. Crowley | | 2025 | Michael Spillane, C. James Koch | Diego Reynoso, Philip A. Hodges, Michael R. Crowley, Tara L. Heath |

  108. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC requires companies to disclose the total compensation paid to their median employee, as well as the ratio of the annual total compensation of their CEO to the annual total compensation of the median employee. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.

  109. Pay Ratio Disclosure

    Pay Ratio Disclosure As outlined above, in 2025 Mr. Spillane served as President and CEO through August 15 and was succeeded by C. James Koch on that date. As outlined in detail in the Summary Compensation Table and elsewhere in this Proxy Statement, Mr. Koch earned annual total compensation of $5,695 and Mr. Spillane earned annual total compensation of $8,892,835 in 2025. During that same period, our median-compensated coworker’s annual total compensation was $100,508. The breakdown of the annual total compensation mix of the CEO and the Company’s median employee, which we refer to as our median-compensated coworker, is outlined below.

  110. Pay Ratio Disclosure

    | Position | Salary | Performance Bonus | Equity Awards | Other Comp | Total | | C. James Koch | $0 | $0 | $0 | $5,695 | $5,695 | | Michael Spillane | $803,519 | $874,281 | $7,200,350 | $14,685 | $8,892,835 | | Median-Compensated Coworker | $83,463 | $12,000 | $0 | $5,045 | $100,508 |

  111. Pay Ratio Disclosure

    For the purposes of determining the 2025 annual total compensation of the CEO and the median-compensated coworker, “Other Comp” includes group life insurance premium contributions by the Company, Company matching contributions under the Company’s 401(k) plan, company contributions to health savings accounts, wellness plan reimbursements, car allowances (if applicable), reimbursement of relocation expenses (if applicable), and health & welfare coverage (if applicable). In determining the median-compensated coworker, a list was prepared of all coworkers of the Company as of December 27, 2025, excluding the CEO and coworkers on leaves of absence. The list was ranked by total compensation, and the median-compensated coworker was selected from that ranking. As a result, Mr. Koch’s 2025 total compensation was 5.7% of the total compensation of our median-compensated coworker, and Mr. Spillane’s total 2025 compensation was approximately 88.5 times that of our median-compensated coworker.

  112. Pay Ratio Disclosure

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