HEATH TARA L. 4

What Happened
Tara L. Heath, Chief Legal Officer of Boston Beer Co. (SAM), had RSUs vest on March 1, 2026. The company net‑withheld 297 shares to cover tax obligations (reported as a disposition) at $226.78 per share for a withholding value of $67,354. At the same time she was reported as acquiring 2,206 RSUs (grant) and 360 performance‑related/derivative shares (acquired at $0 as awards).

Key Details

• Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (reporting period 2026-03-01). Filing appears timely.
• Disposition (tax withholding): 297 shares @ $226.78 = $67,354 (code F: tax withholding). This reflects shares withheld to pay taxes on vesting, not an open‑market sale.
• Acquisitions (awards): 2,206 RSUs @ $0 (grant) and 360 derivative/RSU shares @ $0 (award). These are awards under the company’s equity plan.
• Vesting detail: The Reporting Person had 1,006 RSUs vest on March 1, 2026 (footnote F1).
• Holdings note: The filing indicates the reported holdings include 11,012 shares of restricted stock subject to vesting conditions (footnote F3).
• Plan and performance note: The RSU grants are under the company’s Employee Equity Incentive Plan (EEIP) (F2). Related performance‑based options were originally granted March 1, 2023; performance criteria were met in Feb 2025 and those options vest in installments through 2027 (F4).

Context
Net‑withholding (code F) is a common, administrative action where an employer retains shares to satisfy tax withholding when equity vests; it should not be read the same as an executive selling shares on the open market. The reported acquisitions are awards (RSUs/performance shares), not cash purchases, so they reflect compensation/long‑term incentive vesting rather than new insider buying.