BOSTON BEER CO INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ende d September 27, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-14092

THE BOSTON BEER COMPANY, INC.

(Exact name of registrant as specified in its charter)

MA SSACHUSETTS	04-3284048
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
One Design Center Place, Suite 850 , Boston , Massachusetts	02210
(Address of principal executive offices)	(Zip Code)

( 617 ) 368-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock $0.01 par value	SAM	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

Number of shares outstanding of each of the issuer’s classes of common stock, as of October 17, 2025:

Class A Common Stock, $.01 par value	8,590,368
Class B Common Stock, $.01 par value	2,068,000
(Title of each class)	(Number of shares)

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THE BOSTON BEER COMPANY, INC.

FORM 10-Q

September 27, 2025

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION		PAGE
	Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
		Condensed Consolidated Balance Sheets as of September 27, 2025 and December 28, 2024	3
		Condensed Consolidated Statements of Comprehensive Operations for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024	4
		Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 27, 2025 and September 28, 2024	5
		Condensed Consolidated Statements of Stockholders’ Equity for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024	6
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
	Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	29
	Item 1A.	Risk Factors	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Mine Safety Disclosures	30
	Item 5.	Other Information	30
	Item 6.	Exhibits	31
SIGNATURES			32

EX-31.1 Section 302 CEO Certification

EX-31.2 Section 302 CFO Certification

EX-32.1 Section 906 CEO Certification

EX-32.2 Section 906 CFO Certification

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PART I. FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED F INANCIAL STATEMENTS (UNAUDITED)

THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED B ALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	September 27, 2025
Current Assets:
Cash and cash equivalents	$ 250,454	$	211,819
Accounts receivable	84,322		61,423
Inventories	101,716		117,159
Prepaid expenses and other current assets	23,538		20,209
Income tax receivable	1,756		6,681
Total current assets	461,786		417,291
Property, plant, and equipment, net	579,539		616,242
Operating right-of-use assets	32,942		27,837
Goodwill	112,529		112,529
Intangible assets, net	15,176		16,446
Third-party production prepayments	8,415		14,473
Note receivable	10,980		16,738
Other assets	25,234		28,462
Total assets	$ 1,246,601	$	1,250,018
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$ 102,207	$	87,276
Accrued expenses and other current liabilities	137,774		138,618
Current operating lease liabilities	12,576		5,735
Total current liabilities	252,557		231,629
Deferred income taxes, net	50,307		65,803
Non-current operating lease liabilities	28,321		30,205
Other liabilities	4,432		6,194
Total liabilities	335,617		333,831
Commitments and Contingencies (See Note I)
Stockholders' Equity:
Class A Common Stock, $ 0.01 par value; 22,700,000 shares authorized; 8,645,180 and 9,263,198 issued and outstanding as of September 27, 2025 and December 28, 2024 respectively	86		93
Class B Common Stock, $ 0.01 par value; 4,200,000 shares authorized; 2,068,000 issued and outstanding as of September 27, 2025 and December 28, 2024	21		21
Additional paid-in capital	690,567		676,454
Accumulated other comprehensive loss	( 463	)	( 696	)
Retained earnings	220,773		240,315
Total stockholders' equity	910,984		916,187
Total liabilities and stockholders' equity	$ 1,246,601	$	1,250,018

The accompanying notes are an integral part of these condensed consolidated financial statements.

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands, except per share data)

(unaudited)

	Thirteen weeks ended — September 27, 2025	September 28, 2024		September 27, 2025		September 28, 2024
Revenue	$ 571,476	$	642,131	$	1,678,258	$	1,708,555
Less excise taxes	33,982		36,654		98,948		97,928
Net revenue	537,494		605,477		1,579,310		1,610,627
Cost of goods sold	264,377		325,236		794,412		877,580
Gross profit	273,117		280,241		784,898		733,047
Operating expenses:
Advertising, promotional, and selling expenses	164,739		147,986		461,987		412,484
General and administrative expenses	44,913		43,818		138,615		142,226
Impairment of intangible assets	—		42,584		—		42,584
Impairment of brewery assets	1,416		20		6,401		3,751
Total operating expenses	211,068		234,408		607,003		601,045
Operating income	62,049		45,833		177,895		132,002
Other income, net:
Interest income, net	2,696		3,582		7,320		10,021
Other expense, net	( 595	)	( 317	)	( 1,168	)	( 795	)
Total other income, net	2,101		3,265		6,152		9,226
Income before income tax provision	64,150		49,098		184,047		141,228
Income tax provision	17,995		15,584		53,047		42,778
Net income	$ 46,155	$	33,514	$	131,000	$	98,450
Net income per common share – basic	$ 4.25	$	2.87	$	11.83	$	8.29
Net income per common share – diluted	$ 4.25	$	2.86	$	11.82	$	8.27
Weighted-average number of common shares – basic	10,855		11,682		11,073		11,878
Weighted-average number of common shares – diluted	10,830		11,671		11,050		11,871
Net income	$ 46,155	$	33,514	$	131,000	$	98,450
Other comprehensive (loss) income:
Foreign currency translation adjustment	( 161	)	40		233		( 181	)
Total other comprehensive (loss) income	( 161	)	40		233		( 181	)
Comprehensive income	$ 45,994	$	33,554	$	131,233	$	98,269

The accompanying notes are an integral part of these condensed consolidated financial statements.

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEM ENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Thirty-nine weeks ended — September 27, 2025		September 28, 2024
Cash flows provided by operating activities:
Net income	$ 131,000		$ 98,450
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	67,726		70,904
Impairment of intangible assets	—		42,584
Impairment of brewery assets	6,401		3,751
Gain on sale of property, plant, and equipment	( 47	)	( 263	)
Change in right-of-use assets	( 5,654	)	5,793
Stock-based compensation expense	14,408		14,686
Deferred income taxes	( 15,496	)	( 19,276	)
Other non-cash expense	( 32	)	220
Changes in operating assets and liabilities:
Accounts receivable	( 22,866	)	( 27,324	)
Inventories	13,816		( 40,148	)
Prepaid expenses, income tax receivable, and other current assets	1,596		( 3,429	)
Third-party production prepayments	6,058		15,566
Other assets	3,827		4,987
Accounts payable	16,042		18,053
Accrued expenses, income taxes payable and other liabilities	8,481		29,244
Operating lease liabilities	4,958		( 6,808	)
Net cash provided by operating activities	230,218		206,990
Cash flows used in investing activities:
Cash paid for note receivable	—		( 20,000	)
Purchases of property, plant, and equipment	( 36,717	)	( 52,770	)
Proceeds from disposal of property, plant, and equipment	47		23
Net cash used in investing activities	( 36,670	)	( 72,747	)
Cash flows used in financing activities:
Repurchases and retirement of Class A common stock	( 152,423	)	( 175,953	)
Proceeds from exercise of stock options and sale of investment shares	1,242		2,699
Cash paid on finance leases	( 1,288	)	( 1,473	)
Payment of tax withholding on stock-based payment awards and investment shares	( 2,444	)	( 2,406	)
Net cash used in financing activities	( 154,913	)	( 177,133	)
Change in cash and cash equivalents	38,635		( 42,890	)
Cash and cash equivalents at beginning of period	211,819		298,491
Cash and cash equivalents at end of period	$ 250,454		$ 255,601
Supplemental disclosure of cash flow information:
Income tax payment, net	$ ( 54,215	)	$ ( 35,527	)
Cash paid for amounts included in measurement of lease liabilities
Operating cash outflows from operating leases	$ 9,899		$ 7,930
Operating cash outflows from finance leases	$ 101		$ 175
Financing cash outflows from finance leases	$ 1,288		$ 1,473
Right-of-use assets obtained in exchange for operating lease obligations	$ 13,630		$ -
Right-of-use-assets obtained in exchange for finance lease obligations	$ -		$ 2,017
Decrease in accounts payable and accrued expenses for purchases of property, plant, and equipment	$ ( 1,111	)	$ ( 3,818	)
(Decrease) increase in accrued expenses for non-cash financing activity – accrued excise taxes on share repurchases	$ ( 899	)	$ 1,574
Non-cash investing activity - reduction in accrued expenses and notes receivable	$ 6,008		$ 2,423

The accompanying notes are an integral part of these condensed consolidated financial statements.

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024

(in thousands)

(unaudited)

Class A		Class A		Class B	Class B	Additional	Other			Total
Common		Common		Common	Common	Paid-in	Comprehensive		Retained	Stockholders’
Shares		Stock, Par		Shares	Stock, Par	Capital	Loss		Earnings	Equity
Balance at December 28, 2024	9,263	$	93	2,068	$ 21	$ 676,454	$ ( 696	)	$ 240,315	$	916,187
Net income									24,412		24,412
Stock options exercised and restricted shares activities	32		-			10					10
Stock-based compensation expense						5,870					5,870
Repurchase and retirement of Class A Common Stock	( 202	)	( 2	)					( 49,616	)	( 49,618	)
Foreign currency translation adjustment							149				149
Balance at March 29, 2025	9,093	$	91	2,068	$ 21	$ 682,334	$ ( 547	)	$ 215,111	$	897,010
Net income									60,433		60,433
Stock options exercised and restricted shares activities	2		-			28					28
Stock-based compensation expense						5,054					5,054
Repurchase and retirement of Class A Common Stock	( 217	)	( 2	)					( 50,429	)	( 50,431	)
Foreign currency translation adjustment							245				245
Balance at June 28, 2025	8,878	$	89	2,068	$ 21	$ 687,416	$ ( 302	)	$ 225,115	$	912,339
Net income									46,155		46,155
Stock options exercised and restricted shares activities	3		-			( 333	)				( 333	)
Stock-based compensation expense						3,484					3,484
Repurchase and retirement of Class A Common Stock	( 236	)	( 3	)					( 50,497	)	( 50,500	)
Foreign currency translation adjustment							( 161	)			( 161	)
Balance at September 27, 2025	8,645	$	86	2,068	$ 21	$ 690,567	$ ( 463	)	$ 220,773	$	910,984

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Class A		Common		Class B	Class B	Additional	Other			Total
Common		Stock,		Common	Common	Paid-in	Comprehensive		Retained	Stockholders’
Shares		Par		Shares	Stock, Par	Capital	Loss		Earnings	Equity
Balance at December 30, 2023	10,033	$	100	2,068	$ 21	$ 656,297	$ ( 57	)	$ 421,568	$	1,077,929
Net income									12,597		12,597
Stock options exercised and restricted shares activities	24		-			( 482	)				( 482	)
Stock-based compensation expense						7,127					7,127
Repurchase and retirement of Class A Common Stock	( 148	)	( 1	)					( 50,280	)	( 50,281	)
Foreign currency translation adjustment							( 162	)			( 162	)
Balance at March 30, 2024	9,909	$	99	2,068	$ 21	$ 662,942	$ ( 219	)	$ 383,885	$	1,046,728
Net income									52,339		52,339
Stock options exercised and restricted shares activities	8		-			1,266					1,266
Stock-based compensation expense						3,881					3,881
Repurchase and retirement of Class A Common Stock	( 221	)	( 2	)					( 63,618	)	( 63,620	)
Foreign currency translation adjustment							( 59	)			( 59	)
Balance at June 29, 2024	9,696	$	97	2,068	$ 21	$ 668,089	$ ( 278	)	$ 372,606	$	1,040,535
Net income									33,514		33,514
Stock options exercised and restricted shares activities	1		-			14					14
Stock-based compensation expense						3,678					3,678
Repurchase and retirement of Class A Common Stock	( 226	)	( 2	)					( 63,622	)	( 63,624	)
Foreign currency translation adjustment							40				40
Balance at September 28, 2024	9,471	$	95	2,068	$ 21	$ 671,781	$ ( 238	)	$ 342,498	$	1,014,157

The accompanying notes are an integral part of these condensed consolidated financial statements.

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THE BOSTON BEER COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSO LIDATED FINANCIAL STATEMENTS

A. Organization and Basis of Presentation

The Boston Beer Company, Inc. and certain subsidiaries (the “Company”) are engaged in the business of selling alcohol beverages throughout the United States and in selected international markets, under the tradenames “The Boston Beer Company®”, “Twisted Tea Brewing Company®”, “Hard Seltzer Beverage Company”, “Angry Orchard® Cider Company”, “Dogfish Head® Craft Brewery”, “Dogfish Head Distilling Co.”, “Angel City® Brewing Company”, “Coney Island® Brewing Company”, "Green Rebel Brewing Co.", "Sun Cruiser Beverage Co.", "American Fermentation Company LLC", and "Sinless Spirits Company".

The accompanying unaudited condensed consolidated balance sheet as of September 27, 2025, and the unaudited condensed consolidated statements of comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 27, 2025 and September 28, 2024, respectively, have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnotes normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. All intercompany accounts and transactions have been eliminated. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024.

In the opinion of the Company’s management, the Company’s unaudited condensed consolidated balance sheet as of September 27, 2025 and the results of its condensed consolidated comprehensive operations, stockholders’ equity, and cash flows for the interim periods ended September 27, 2025 and September 28, 2024, reflect all adjustments (consisting only of normal and recurring adjustments) necessary to present fairly the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

B. Recent Accounting Pronouncements

New accounting pronouncements are issued periodically by the FASB and are adopted by the Company as of the specified effective dates. Unless otherwise disclosed below, the Company believes that recently issued and adopted pronouncements will not have a material impact on the Company’s financial position, results of operations and cash flows or do not apply to the Company’s operations.

In December 2023, the FASB issued ASU 2023-09— Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU was issued to address investor requests for more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and income taxes paid information, and to improve the effectiveness of income tax disclosures. This ASU is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-09 will be effective for the Company for its fiscal year ending December 27, 2025. The Company is currently evaluating the impact the adoption of this ASU will have on its year-end consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03— Income Statement - Reporting Comprehensive Income - Expenses Disaggregation Disclosures (SubTopic 220-40): Disaggregation of Income Statement Expense s. This ASU was issued to address investor requests for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales, SG&A, and research and development). This ASU is effective for public entities for annual periods beginning after December 15, 2026. Early adoption is permitted. ASU 2024-03 will be effective for the Company in the first quarter of its fiscal year ending December 25, 2027. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements.

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C. Revenue Recognition

The breakdown of revenue during the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:

September 27, 2025	September 28, 2024	September 27, 2025	September 28, 2024
Shipments to domestic distributors	93 %	94 %	94 %	94 %
Shipments to international distributors	5 %	4 %	5 %	5 %
Sales at retail locations	2 %	2 %	1 %	1 %
	100 %	100 %	100 %	100 %

The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of title of its products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. As of September 27, 2025 and December 28, 2024, the Company has deferred $ 16.8 million and $ 11.3 million, respectively, in revenue related to product shipped prior to these dates. These amounts are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets.

Customer promotional discount programs are entered into by the Company with distributors for certain periods of time. The reimbursements for discounts to distributors are recorded as reductions to net revenue and were $ 19.1 million and $ 53.0 million for the thirteen and thirty-nine weeks ended September 27, 2025, respectively, and $ 20.1 million and $ 50.4 million for the thirteen and thirty-nine weeks ended September 28, 2024, respectively. T he agreed-upon discount rates are applied to certain distributors' sales to retailers, based on volume metrics, in order to determine the total discounted amount. The computation of the discount allowance requires that management make certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recorded. Actual promotional discounts owed and paid have historically been in line with allowances recorded by the Company; however, the amounts could differ from the estimated allowance.

Customer programs and incentives are a common practice in the alcohol beverage industry. Amounts paid in connection with customer programs and incentives are recorded as reductions to net revenue or as advertising, promotional and selling expenses, based on the nature of the expenditure. Customer incentives and other payments made to distributors are primarily based upon performance of certain marketing and advertising activities. Depending on applicable state laws and regulations, these activities promoting the Company's products may include, but are not limited to point-of-sale and merchandise placement, samples, product displays, promotional programs at retail locations and meals, travel and entertainment. Amounts paid to customers in connection with these programs that were recorded as reductions to net revenue or as advertising, promotional and selling expenses for the thirteen and thirty-nine weeks ended September 27, 2025 and September 28, 2024 were as follows:

	Thirteen weeks ended — September 27, 2025	September 28, 2024	Thirty-nine weeks ended — September 27, 2025	September 28, 2024
	(in thousands)		(in thousands)
Amount recorded as a reduction to net revenue	$ 11,930	$ 9,109	$ 30,876	$ 22,823
Amount recorded as advertising, promotional and selling expenses	6,519	5,277	15,608	14,537
Total customer programs and incentives	$ 18,449	$ 14,386	$ 46,484	$ 37,360

Costs recognized in net revenues include, but are not limited to, promotional discounts, sales incentives and certain other promotional activities. Costs recognized in advertising, promotional and selling exp enses include point of sale materials, samples and advertising expenditures in local markets. These costs are recorded as incurred, generally when invoices are received; however certain estimates are required at the period end. Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred.

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D. Inventories

Inventories consist of raw materials, work in process and finished goods which are stated at the lower of cost, determined on the first-in, first-out basis, or net realizable value. Raw materials principally consist of hops, packaging, flavorings, fruit juices, and other brewing materials. The Company’s goal is to maintain on hand a supply of at least one year for essential hop varieties, in order to limit the risk of an unexpected reduction in supply. Inventories are generally classified as current assets. The Company classifies hops inventory in excess of two years of forecasted usage in other long-term assets. The cost elements of work in process and finished goods inventory consist of raw materials, direct labor and manufacturing overhead. Inventories consist of the following:

	September 27, 2025	December 28, 2024
Current inventory:
Raw materials	$ 36,830	$ 48,321
Work in process	20,591	18,878
Finished goods	44,295	49,960
Total current inventory	101,716	117,159
Long term inventory	7,703	6,076
Total inventory	$ 109,419	$ 123,235

As of September 27, 2025 and December 28, 2024, the Company has recorded inventory obsolescence reserves of $ 11.8 million and $ 16.3 million, respectively.

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E. Goodwill and Intangible Assets

The Company has recorded intangible assets with indefinite lives and goodwill for which impairment testing is required at least annually or more frequently if events or circumstances indicate that these assets might be impaired. The Company performs its annual impairment tests and re-evaluates the useful lives of other intangible assets with indefinite lives at the annual impairment test measurement date in the third quarter of each fiscal year or when circumstances arise that indicate a possible impairment or change in useful life might exist.

Goodwill. The guidance for goodwill impairment testing allows an entity to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit, of which the Company has one, is less than its carrying amount or to proceed directly to performing a quantitative impairment test. Under the quantitative assessment, the estimated fair value of the Company’s reporting unit is compared to its carrying value, including goodwill. The estimate of fair value of the Company’s reporting unit is generally calculated based on an income approach using the discounted cash flow method supplemented by the market approach which considers the Company’s market capitalization and enterprise value. If the estimated fair value of the Company’s reporting unit is less than the carrying value of its reporting unit, a goodwill impairment will be recognized. In estimating the fair value of the Company’s reporting unit, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings, cost of capital, and other factors. The assumptions used in the estimate of fair value are based on historical trends and the projections and assumptions that are used in the latest operating plans. These assumptions reflect management’s estimates of future economic and competitive conditions and are, therefore, subject to change as a result of changing market conditions. If these estimates or their related assumptions change in the future, the Company may be required to recognize an impairment loss for the Company’s goodwill which could have a material adverse impact on the Company’s financial statements.

No impairment of goodwill was recorded in any period.

Intangible assets. The Company’s intangible assets consist primarily of a trademark and customer relationships obtained through the Company’s Dogfish Head acquisition. Customer relationships are amortized over their estimated useful lives and beginning in the fourth quarter of 2024, the Company changed the indefinite useful life Dogfish Head trademark asset and began amortizing the remaining balance over an estimated useful life of 10 years .

As of September 28, 2024, the Dogfish Head trademark was classified as an indefinite-lived intangible asset and was not amortized. In line with accounting guidance, the Company may perform either a qualitative assessment or a quantitative impairment test. The quantitative test compares the trademark’s carrying value to its estimated fair value, determined using the relief-from-royalty method. If the fair value is lower, an impairment charge is recorded.

In 2024, as a result of performing this testing, the Dogfish Head trademark asset with a carrying value of $ 55.6 million was written down to its estimated fair value of $ 14.4 million. The Coney Island trademark asset with a carrying value of $ 1.0 million was written down to zero and the Angel City trademark asset with a carrying value of $ 0.4 million was written down to zero , resulting in a total impairment of $ 42.6 million which was recorded during the thirteen weeks and thirty-nine weeks ended September 28, 2024.

In the third quarter of 2025, the Company conducted a trigger event analysis on its amortizing intangible assets. The review did not identify any indicators of impairment, and as a result, no impairment charges were recorded.

The Company’s intangible assets as of September 27 , 2025 and December 28, 2024 were as follows:

		As of September 27, 2025	Accumulated		Net Book	As of December 28, 2024 — Gross Carrying	Accumulated		Net Book
	Life (Years)	Value	Amortization		Value	Value	Amortization		Value
					(in thousands)				(in thousands)
Customer relationships	15	$ 3,800	$ ( 1,584	)	$ 2,216	$ 3,800	$ ( 1,394	)	$ 2,406
Trademarks	10	14,400	( 1,440	)	12,960	14,400	( 360	)	14,040
Total intangible assets, net		$ 18,200	$ ( 3,024	)	$ 15,176	$ 18,200	$ ( 1,754	)	$ 16,446

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Amortization expense in the thirte en and thirty-nine weeks ended September 27, 2025 was approximately $ 0.4 million and $ 1.2 million. The Company expects to record future amortization expense as follows:

Fiscal Year	Amount (in thousands)
2025	423
2026	1,693
2027	1,693
2028	1,693
2029	1,693
2030	1,693
Thereafter	6,288
Total amortization expense	$ 15,176

F. Third-Party Production Payments

During the thirteen and thirty-nine weeks ended September 27, 2025, the Company produced approxim ately 90 % and 83 %, respectively, of its domestic volume at Company-owned production facilities. During the thirteen and thirty-nine weeks ended September 28, 2024, the Company produced approximately 66 % and 71 %, respectively, of its domestic volume at Company-owned production facilitie s. In the normal course of its business, the Company has historically entered into various production arrangements with other beverage companies. Pursuant to these arrangements, the Company generally supplies raw materials and packaging to those companies and incurs conversion fees for labor at the time the liquid is produced and packaged. The Company currently has production services agreements with subsidiaries of City Brewing Company, LLC (“City Brewing”). In August 2025, the Company extended the terms and amended certain fees under these agreements. The contracts now expire on December 31, 2028 and the Company retains the contractual right to extend these agreements annually through December 31, 2035 . These City Brewing agreements include a minimum capacity availability commitment by City Brewing and the Company is obligated to meet annual minimum volume commitments and is subject to contractual shortfall fees, if these annual minimum volume commitments are not met.

During the thirteen and thirty-nine weeks ended September 27, 2025, City Brewing supplied approximately 10 % and 17 %, respectively, of the Company’s domestic shipment volume. During the thirteen and thirty-nine weeks ended September 28, 2024, City Brewing supplied approximately 34 % and 28 %, respectively, of the Company’s domestic shipment volume. In accordance with the production services agreement, the Company has made payments to City Brewing which were principally used for capital improvements at City Brewing facilities. These payments are being expensed over the terms of the agreements. During the thirty-nine weeks ended September 27, 2025 and September 28, 2024, third-party production prepayment expense was $ 7.1 million and $ 16.4 million, respectively. The remaining net book value of these third-party production prepayments is $ 8.4 million as of September 27, 2025, which is expected to be expensed to cost of goods sold ratably through December 31, 2028 .

In January of 2024, the Company and City Brewing entered into a Loan and Security agreement at which time payment of $ 20 million was made by the Company to City Brewing. Repayment of the note receivable plus an agreed investment return for a combined total of $ 22.4 million shall be repaid to the Company subject to annual repayment limits. As of September 27, 2025, the balance of the note receivable was $ 11.0 million and the final maturity date is December 31, 2028 . In December of 2024, the Company announced an amendment and restatement in its entirety of an existing production agreement with a third-party supplier, Rauch North America Inc ("Rauch"). This amendment adjusted the existing production agreement to better match the Company’s future capacity requirements and resulted in increased production flexibility and more favorable termination rights to the Company in exchange for a $ 26 million cash payment to Rauch which was paid on December 23, 2024. As a result of the payment, the Company recorded a pre-tax contract settlement expense of $ 26 million in the fourth quarter of 2024. The amended and restated Rauch agreement includes quarterly minimum payments that total $ 4.1 million annually at zero volume and a termination fee of $ 5 million with 12 months written notice. The initial term of the agreement expires on December 31, 2031 with provisions to extend.

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At current production volume projections, the Company believes that it will fall short of its future annual volume commitments under the City Brewing and Rauch agreements and will incur shortfall fees. The Company expenses the shortfall fees during the contractual period when such fees are incurred as a component of cost of goods sold. During the thirteen weeks and thirty-nine weeks ended September 27, 2025, the Company incurred $ 1.0 million and $ 7.5 million, respectively, in shortfall fees. During the thirteen weeks and thirty-nine weeks ended September 28, 2024, the Company incurred $ 0.6 million and $ 4.7 million, respectively, in shortfall fees. At current volume projections, the Company anticipates that it will recognize approximately $ 31 million of shortfall fees in the future with $ 14 million forecasted to be expensed in the remainder of 2025 and $ 17 million expected to be expensed in future years thereafter, primarily in 2026.

As of September 27, 2025, if volume for the remaining term of the production arrangements was zero, the total contractual shortfall fees, with advance notice as specified in the related contractual agreements, would total approximately $ 40 million with $ 19 million due in the remainder of 2025 and $ 21 million due in future years thereafter.

The Company has regular discussions with its third-party production suppliers related to its future capacity needs and the terms of its contracts. Changes to volume estimates, future amendments or cancellations of existing contracts could accelerate or change total shortfall fees expected to be incurred.

G. Note Receivable

The Company and City Brewing entered into a Loan and Security agreement on January 2, 2024 at which time payment of $ 20 million was made by the Company to City Brewing. Repayment of the note receivable plus an agreed investment return for a combined total of $ 22.4 million shall be credited to the Company through reductions of shortfall fees, subject to annual repayment limits and through other payments or credits, should owed shortfall fees be lower than these annual repayment limits. The annual repayment limits are $ 7.5 million in 2025 and $ 10.0 million in 2026 and thereafter. The final maturity date of the loan is December 31, 2028 .

The Company determined the fair value of the note receivable on the issuance date to be $ 18.6 million. The $ 1.4 million difference between the cash paid to City Brewing of $ 20.0 million and the fair value of the note of $ 18.6 million on issuance date has been recorded as a third-party production prepayment asset and will be recognized as a component of cost of goods sold over the term of the third-party production arrangement. The unamortized balance was $ 0.4 million as of September 27, 2025. Interest income on the note receivable is being recognized over the term of the loan, which is to be repaid in full no later than December 31, 2028 .

As of September 27, 2025, the Company had $ 11.0 million fair value remaining on the note receivable.

H. Net Income per Share

The Company calculates net income per share using the two-class method, which requires the Company to allocate net income to its Class A Common Shares, Class B Common Shares and unvested share-based payment awards that participate in dividends with common stock, in the calculation of net income per share.

The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) certain future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) certain alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets.

The Class B Common Stock has full voting rights, including the right to (1) elect a majority of the members of the Company’s Board of Directors and (2) approve all (a) amendments to the Company’s Articles of Organization, (b) mergers or consolidations with, or acquisitions of, other entities, (c) sales or dispositions of any significant portion of the Company’s assets, and (d) equity-based and other executive compensation and other significant corporate matters. The Company’s Class B Common Stock is not listed for trading. Each share of the Class B Common Stock is freely convertible into one share of Class A Common Stock, upon request of the respective Class B holder, and participates equally in dividends.

The Company’s unvested share-based payment awards include unvested shares (1) issued under the Company’s investment share program, which permits employees who have been with the Company for at least one year to purchase shares of Class A Common Stock and to purchase those shares at a discount ranging from 20 % to 40 % below market value based on years of employment starting after two years of employment, and (2) awarded as restricted stock units at the discretion of the Company’s Board of Directors. The investment shares vest over five years in equal number of shares and the restricted stock units generally vest over four years in equal number of shares. If a dividend is declared, the unvested shares would participate equally. See Note M for a discussion of the current year unvested stock awards and issuances.

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Included in the computation of net income per diluted common share are dilutive outstanding stock options and restricted stock that are vested or expected to vest. At its discretion, the Board of Directors grants stock options and restricted stock units to senior management and certain key employees. The terms of the employee stock options are determined by the Board of Directors at the time of grant. To date, stock options granted to employees vest over various service periods and/or based on the attainment of certain performance criteria and generally expire after ten years. The restricted stock units generally vest over four years in equal number of shares. Each restricted stock unit represents an unfunded and unsecured right to receive one share of Class A Stock upon satisfaction of the vesting criteria. The unvested shares participate equally in dividends, if declared, and are forfeitable. The Company also grants stock options and restricted stock units to its non-employee directors upon election or re-election to the Board of Directors. The number of option shares granted to non-employee directors is calculated based on a defined formula and these stock options vest immediately upon grant and expire after ten years. The restricted stock units granted to non-employee directors vest immediately upon grant.

Net Income per Common Share - Basic

The following table sets forth the computation of basic net income per share using the two-class method:

	Thirteen weeks ended — September 27, 2025	September 28, 2024	Thirty-nine weeks ended — September 27, 2025	September 28, 2024
	(in thousands, except per share data)		(in thousands, except per share data)
Net income	$ 46,155	$ 33,514	$ 131,000	$ 98,450
Allocation of net income for basic:
Class A Common Stock	$ 37,231	$ 27,500	$ 106,174	$ 81,082
Class B Common Stock	8,793	5,933	24,467	17,140
Unvested participating shares	131	81	359	228
	$ 46,155	$ 33,514	$ 131,000	$ 98,450
Weighted average number of shares for basic:
Class A Common Stock	8,756	9,586	8,974	9,783
Class B Common Stock	2,068	2,068	2,068	2,068
Unvested participating shares	31	28	31	27
	10,855	11,682	11,073	11,878
Net income per share for basic:
Class A Common Stock	$ 4.25	$ 2.87	$ 11.83	$ 8.29
Class B Common Stock	$ 4.25	$ 2.87	$ 11.83	$ 8.29

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Net Income per Common Share - Diluted

The Company calculates diluted net income per share for common stock using the more dilutive of (1) the treasury stock method, or (2) the two-class method, which assumes the participating securities are not exercised.

The following table sets forth the computations of diluted net income per share, assuming the conversion of all Class B Common Stock into Class A Common Stock for the thirteen and thirty-nine w eeks ended September 27, 2025 and for the thirteen and thirty-nine weeks ended September 28, 2024:

	Thirteen weeks ended
	September 27, 2025			September 28, 2024
	Earnings to Common Shareholders	Common Shares	EPS	Earnings to Common Shareholders	Common Shares	EPS
	(in thousands, except per share data)
As reported - basic	$ 37,231	8,756	$ 4.25	$ 27,500	9,586	$ 2.87
Add: effect of dilutive common shares
Share-based awards	—	6		—	17
Class B Common Stock	8,793	2,068		5,933	2,068
Net effect of unvested participating shares	—	—		—	—
Net income per common share - diluted	$ 46,024	10,830	$ 4.25	$ 33,433	11,671	$ 2.86
	Thirty-nine weeks ended
	September 27, 2025			September 28, 2024
	Earnings to Common Shareholders	Common Shares	EPS	Earnings to Common Shareholders	Common Shares	EPS
	(in thousands, except per share data)
As reported - basic	$ 106,174	8,974	$ 11.83	$ 81,082	9,783	$ 8.29
Add: effect of dilutive common shares
Share-based awards	—	8		—	20
Class B Common Stock	24,467	2,068		17,140	2,068
Net effect of unvested participating shares	—	—		-	—
Net income per common share - diluted	$ 130,641	11,050	$ 11.82	$ 98,222	11,871	$ 8.27

For the thirteen and thirty-nine weeks ended September 27, 2025, in accordance with the two-class method, weighted-average stock options to purchase 180,461 and 179,618 shares, respectively, were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase 6,930 shares of Class A Common Stock were outstanding as of September 27, 2025 but not included in computing diluted income per common share because the performance criteria were not met as of the end of the reporting period .

For the thirteen and thirty-nine weeks ended September 28, 2024, in accordance with the two-class method, weighted-average stock options to purchase 135,343 and 129,101 shares, respectively, were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase 10,843 shares of Class A Common Stock were outstanding as of September 28, 2024 but not included in computing diluted income per common share because the performance criteria were not met as of the end of the reporting period .

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I. Commitments and Contingencies

Contractual Obligations

As of September 27 , 2025, projected cash outflows under non-cancellable contractual obligations are as follows:

	Commitments
	(in thousands)
Brand support	$ 77,261
Ingredients and packaging (excluding hops and malt)	37,776
Hops and malt	36,407
Equipment and machinery	36,162
Other	28,702
Total commitments	$ 216,308

The Company expects to pay $ 105.6 million of these obligations in the remainder of fiscal 2025, $ 47.3 million in fiscal 2026, $ 18.5 million in fiscal 2027, and $ 44.9 million in fiscal 2028 and thereafter. The co mmitment amounts exclude any impact related to the tariff programs announcement by the U.S. government to date.

Litigation

The Company is party to legal proceedings and claims, where significant damages are asserted against it. Given the inherent uncertainty of litigation, it is possible that the Company could incur liabilities as a consequence of these claims, which may or may not have a material adverse effect on the Company’s financial condition or the results of its operations. The Company accrues loss contingencies if, in the opinion of management and its legal counsel, the risk of loss is probable and able to be estimated. Material pending legal proceedings are discussed below. Supplier Dispute. On December 31, 2022, Ardagh Metal Packaging USA Corp. (“Ardagh”) filed an action against the Company alleging, among other things, that the Company had failed or would fail to purchase contractual minimum volumes of certain aluminum beverage can containers in 2021 to 2026. The Company filed an Amended Answer, Amended Affirmative Defenses and Amended Counterclaims on March 25, 2024. On November 9, 2023, Ardagh filed a Notice of Plaintiff’s Motion for Judgment on the Pleadings on Count II of the Complaint, to which the Company filed an Opposition on November 22, 2023. On February 26, 2024, the Court granted the Motion. On March 27, 2024, the Company filed a Motion to Clarify and to Reconsider the Court’s decision. Following briefing by the parties, on June 17, 2024, the Court granted the Company's Motion to Reconsider, denied Ardagh's Motion for Judgment on the Pleadings, and vacated its February 26, 2024 Order. The Court set a fact discovery deadline of November 25, 2024. The Court also set an expert discovery deadline of May 30, 2025. Ardagh has filed a Motion for Partial Summary Judgment on certain liability issues. The Company also has filed a Motion for Partial Summary judgment on certain liability and damage issues. The Court has not set a date for expert motion filings or trial. The Company denies that it breached the terms of the parties’ contract and intends to defend against the Ardagh claims vigorously. The possible outcome of this litigation could range from zero to the level of Ardagh's initial demand of over/approximately $ 300 million plus interest if applied.

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J. Income Taxes

The following table provides a summary of the income tax provision for the thirteen weeks and thirty-nine weeks ended September 27, 2025 and September 28, 2024:

	Thirteen weeks ended — September 27, 2025	September 28, 2024	Thirty-nine weeks ended — September 27, 2025	September 28, 2024
Effective tax rate	28.1 %	31.7 %	28.8 %	30.3 %

The decrease in the tax rate for the thirteen and thirty-nine weeks ended September 27, 2025 as compared to the thirteen and thirty-nine weeks ended September 28, 2024 is primarily due to a change in the impact of non-deductible stock compensation expense.

As of both September 27, 2025 and December 28, 2024, the Company had approximately $ 0.5 million of unrecognized income tax benefits.

The Company’s practice is to classify interest and penalties related to income tax matters in income tax expense. As of September 27, 2025 and December 28, 2024, the Company had approximately $ 0.1 million accrued for interest and penalties recorded in other liabilities.

The Company's federal income tax returns remain subject to examination for three years . The Company’s state income tax returns remain subject to examination for three or four years depending on the state’s statute of limitations. The Company is not currently under any income tax audits as of September 27, 2025.

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (the “Act”). Key provisions of the Act relevant to the Company include, but are not limited to, the permanent extension of 100% bonus depreciation for qualifying assets and the elimination of the requirement to capitalize and amortize U.S.-based research and experimental expenditures, allowing for immediate expensing.

The Company has completed an initial assessment of the Act’s impact on its condensed consolidated financial statements and has recorded the resulting effects in the period ended September 27, 2025. Specifically, the impact has been reflected in the Company’s deferred income tax balances, primarily through adjustments to deferred tax liabilities and income taxes payable. The Company does not expect a material change in its annual effective tax rate as a result of the Act.

The Company will continue to monitor developments related to the Act, including any future clarifications or guidance issued by the U.S. Department of the Treasury or the Internal Revenue Service.

K. Line of Credit

In December 2022, the Company amended its credit facility in place that provides for a $ 150.0 million revolving line of credit to extend the maturity date to December 16, 2027 . Under the terms of the amended agreement, the Company may elect an interest rate for borrowings under the credit facility based on the applicable secured overnight financing rate (" SOFR ") plus 1.1 %. As of September 27, 2025, no borrowings were outstanding. As of September 27 , 2025 and December 28, 2024, the Company was not in violation of any of its financial covenants to the lender under the credit facility and the unused balance of $ 150.0 million on the line of credit was available to the Company for future borrowings.

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L. Fair Value Measures

The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

• Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

• Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The Company’s cash and cash equivalents are held in money market funds. These money market funds are measured at fair value on a recurring basis (at least annually) and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The money market funds are invested substantially in United States Treasury and government securities. Cash, accounts receivable, and accounts payable are carried at their cost, which approximates fair value, because of their short-term nature.

As of September 27, 2025 and December 28, 2024, the Company had money market funds with a “Triple A” rated money market fund. The Company considers this fund to carry low credit risk and to be highly likely to meet its financial obligations. As of September 27, 2025 and December 28, 2024, the Company’s cash and cash equivalents balance was $ 250.5 million and $ 211.8 million, respectively, including money market funds amounting to $ 241.2 million and $ 203.1 million, respectively.

Non-Recurring Fair Value Measurement

The fair value as of the issuance date of the Company's note receivable is classified within Level 2 of the fair value hierarchy as the fair value was partially derived from publicly quoted inputs of market interest rates for a loan of similar terms, provisions, and maturity. See Note G for further discussion on the note receivable.

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M. Common Stock and Stock-Based Compensation

Option Activity

Information related to stock options under the Restated Employee Equity Incentive Plan and the Equity Plan for Non-Employee Directors is summarized as follows:

Outstanding at December 28, 2024	209,794	$	358.48		Aggregate Intrinsic Value (in thousands)
Granted	80,195		243.63
Exercised	-		-
Forfeited/ Expired	( 80,399	)	273.63
Outstanding at September 27, 2025	209,590	$	347.03	4.53	$ 1,237
Exercisable at September 27, 2025	142,633	$	348.90	3.29	$ 1,237
Vested and expected to vest at September 27, 2025	206,762	$	351.90	4.39	$ 1,237

Of the total options outstanding as of September 27, 2025, 6,930 shares were performance-based options for which the performance criteria had yet to be achieved.

On March 1, 2025, the Company granted options to purchase an aggregate of 76,919 shares of the Company’s Class A Common Stock to certain officers and other members of senior management . These options have a weighted average fair value and exercise price per share of $ 117.00 and $ 243.77 , respectively.

On May 14, 2025, the Company granted options to purchase an aggregate of 3,276 shares of the Company’s Class A Common Stock to the Company’s non-employee Directors. All of the options vested immediately on the date of the grant. These options have a fair value and exercise price per share of $ 119.06 and $ 240.26 , respectively.

On August 1, 2025, the Company announced that Michael Spillane had decided to step down from his role as President and Chief Executive Officer, effective August 15, 2025. As part of his Outgoing CEO Agreement, disclosed in the Company’s Form 8-K filed on August 1, 2025, Mr. Spillane forfeited an aggregate of 57,955 options. These forfeited options had a weighted average fair value and exercise price per share of $ 121.21 and $ 254.87 , respectively.

On August 11, 2025, a member of senior leadership forfeited an aggregate of 19,624 options as part of a new restricted stock unit award granted on the same day. These forfeited options had a weighted average fair value and exercise price per share of $ 152.00 and $ 330.68 , respectively. The new restricted stock unit award was granted with the same accounting value, vesting schedule, and performance criteria as the original award. In accordance with ASC 718, the Company will recognize an incremental compensation expense of $ 1.6 million, representing the excess fair value of the modified award over the original award on the modification date. This expense will be recognized over the remaining service period.

Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:

	2025
Expected volatility	40.5 %
Risk-free interest rate	4.3 %
Expected dividends	0 %
Exercise factor	2.1
Discount for post-vesting restrictions	0 %

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Non-Vested Shares Activity

Information related to vesting activities of restricted stock units and investment share program under the Restated Employee Equity Incentive Plan and restricted stock units under the Equity Plan for Non-Employee Directors is summarized as follows:

Non-vested at December 28. 2024	164,551	$	328.88
Granted	144,771		231.92
Vested	( 46,927	)	343.91
Forfeited	( 33,249	)	300.46
Non-vested at September 27, 2025	229,146	$	268.67

Of the total non-vested shares as of September 27, 2025, 82,415 shares were performance-based shares for which the performance criteria had yet to be achieved.

On March 1, 2025, the Company granted a combined 111,580 shares of restricted stock units to certain officers, other members of senior management and key employees. Of the restricted stock units granted, 61,182 had performance-based vesting criteria. The remainder of restricted stock units granted on March 1, 2025 vest ratably over service periods of four years . Additionally, on March 1, 2025, employees elected to purchase a combined 12,251 shares under the Company’s investment share program. The weighted average fair value of the restricted stock units and investment shares, which are sold to employees at discount under its investment share program, was $ 243.77 and $ 145.64 per share, respectively.

On May 14, 2025, the Company granted a combined 1,626 shares of restricted stock units to the Company’s non-employee Directors, of which all shares vest one year from the grant date. The fair value of the restricted stock units was $ 240.26 per share.

On August 1, 2025, the Company announced that Michael Spillane had decided to step down from his role as President and Chief Executive Officer, effective August 15, 2025. As part of his Outgoing CEO Agreement, disclosed in the Company’s Form 8-K filed on August 1, 2025, Mr. Spillane forfeited a combined 6,570 shares of restricted stock units. The weighted average fair value of the forfeited restricted stock units was $ 304.42 per share.

On August 11, 2025, the Company granted a combined 19,314 shares of restricted stock units to certain members of senior leadership. Of the restricted stock units granted, 4,599 had performance-based vesting criteria to be measured in March 2027, 9,197 had service-based vesting through March 2027 and 5,518 has service-based vesting through August 2026. The fair value of the restricted stock units was $ 217.48 per share.

Stock-Based Compensation

The following table provides information regarding stock-based compensation expense included in operating expenses in the accompanying condensed consolidated statements of comprehensive operations:

	Thirteen weeks ended — September 27, 2025	September 28, 2024	Thirty-nine weeks ended — September 27, 2025	September 28, 2024
	(in thousands)		(in thousands)
Amounts included in advertising, promotional and selling expenses	$ 1,687	$ 1,310	$ 5,691	$ 5,241
Amounts included in general and administrative expenses	1,797	2,368	8,717	9,445
Total stock-based compensation expense	$ 3,484	$ 3,678	$ 14,408	$ 14,686

Stock Repurchases

In 1998, the Company began a share repurchase program. Under this program, the Company's Board of Directors has authorized the repurchase of the Company's Class A Stock. On October 2, 2024, the Board of Directors authorized an increase in the aggregate expenditure limit for the Company’s stock repurchase program by $ 400.0 million, increasing the limit from $ 1.2 billion to $ 1.6 billion. The Board of Directors did not specify a date upon which the total authorization would expire and, in the future, can further increase the authorized amount. Share repurchases under this program for the periods included herein were effected through open market transactions.

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During the thirteen and thirty-nine ended September 27, 2025, the Company repurchased and subseq uently retired 236,006 and 654,679 shares of its Class A Common Stock, respectively, for an aggregate purchase price of $ 50 million and $ 149.2 million, r espectively. As of September 27, 2025, the Company had repurchased a cumulative total of approximately 15.5 million shares of its Class A Common Stock for an aggregate purchase price of approximately $ 1.32 billion and had approximately $ 278 million remaining on the $ 1.6 billion stock repurchase expenditure limit set by the Board of Directors.

N. Segment Reporting

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment and one reportable segment that produces and sells alcohol beverages under various brands. All brands are predominantly beverages that are manufactured using similar production processes, have comparable alcohol content, generally fall under the same regulatory environment, and are sold to the same types of customers in similar size quantities at similar price points, with similar profit margins, and through the same channels of distribution. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the segment based on net income, which is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The table below summarizes the Company’s measures of segment net income that the CODM considered in determining how to allocate resources and assess segment performance for the thirteen and thirty-nine weeks ended September 27, 2025, and September 28, 2024

	Thirteen weeks ended — September 27, 2025	September 28, 2024		September 27, 2025		September 28, 2024
	(in thousands)			(in thousands)
Net revenue	$ 537,494	$	605,477	$	1,579,310	$	1,610,627
Less:
Cost of goods sold	264,377		325,236		794,412		877,580
Salaries and benefits expenses	65,628		58,134		192,376		193,437
Advertising, promotional, and selling expenses (excluding salaries and benefits)	124,782		113,121		347,474		299,307
General and administrative expenses (excluding salaries and benefits)	19,242		20,549		60,752		61,966
Impairment of intangible assets	—		42,584		—		42,584
Impairment of brewery assets	1,416		20		6,401		3,751
Interest income, net	( 2,696	)	( 3,582	)	( 7,320	)	( 10,021	)
Other expense, net	595		317		1,168		795
Income tax provision	17,995		15,584		53,047		42,778
Segment net income	$ 46,155	$	33,514	$	131,000	$	98,450

O. Related Party Transactions

In 2019, as part of the merger with Dogfish Head, the Company entered into a lease with the Dogfish Head founders and other owners of buildings used in certain of the Company’s restaurant operations. The lease is for ten years with renewal options. The total payments due under the initial ten-year term is $ 3.6 million. Total related parties expense recognized related to the lease was $ 91,000 for the thirteen weeks ended September 27, 2025 and September 28, 2024. Additionally, the Company incurred expenses of less than $ 25,000 to various other suppliers affiliated with the Dogfish Head founders during the thirteen weeks ended September 27, 2025 and September 28, 2024. Total related parties expense recognized related to the lease was $ 183,000 for the thirty-nine weeks ended September 27, 2025 and September 28, 2024. Additionally, the Company incurred expenses of less than $ 50,000 to various other suppliers affiliated with the Dogfish Head founders during the thirty-nine weeks ended September 27, 2025 and September 28, 2024 .

Effective August 15, 2025, Jim Koch assumed the role of Chief Executive Officer, succeeding Michael Spillane. 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 has elected to continue forgoing salary and bonus, and no new equity awards have been granted. He also holds no unvested equity awards that would be subject to expense recognition.

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The Company was party to an International Brand Rights License Agreement, dated May 8, 2019 (the “License Agreement”), with Calagione International, LLC (“CILLC”), an entity owned and controlled by Director Samuel A. Calagione, III. The License Agreement, which was entered into in connection with the Dogfish Head Merger, granted CILLC exclusive rights to the Dogfish Head trademarks outside of the United States and Canada for a ten-year period, automatically renewable on an indefinite basis. On October 22, 2025, the Company and CILLC entered into a letter agreement terminating the License Agreement, reverting the rights back to the Company in exchange for a one-time payment of $ 100,000 .

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the significant factors affecting the consolidated operating results, financial condition and liquidity and cash flows of the Company for the thirteen and thirty-nine week periods ended September 27, 2025, as compared to the thirteen and thirty-nine week period ended September 28, 2024. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements of the Company and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

RESULTS OF OPERATIONS

Thirteen Weeks Ended September 27, 2025 compared to Thirteen Weeks Ended September 28, 2024

	Thirteen Weeks Ended (in thousands, except per barrel)
	September 27, 2025			September 28, 2024			Amount change	% change			Per barrel change	Per barrel % change
Barrels sold		1,936			2,243		(307	)	(13.7	)%
		Per barrel	% of net revenue		Per barrel	% of net revenue
Net revenue	$ 537,494	$ 277.63	100.0 %	$ 605,477	$ 269.94	100.0 %	$ (67,983	)	(11.2	)%	$ 7.69		2.8	%
Cost of goods	264,377	136.56	49.2 %	325,236	145.00	53.7 %	(60,859	)	(18.7	)%	(8.44	)	(5.8	)%
Gross profit	273,117	141.07	50.8 %	280,241	124.94	46.3 %	(7,124	)	(2.5	)%	16.13		12.9	%
Advertising, promotional, and selling expenses	164,739	85.09	30.6 %	147,986	65.98	24.4 %	16,753		11.3	%	19.11		29.0	%
General and administrative expenses	44,913	23.20	8.4 %	43,818	19.54	7.2 %	1,095		2.5	%	3.66		18.7	%
Impairment of intangible assets	—	—	0.0 %	42,584	18.99	7.0 %	(42,584	)	(100.0	)%	(18.99	)	(100.0	)%
Impairment of brewery assets	1,416	0.73	0.3 %	20	0.01	0.0 %	1,396		6980.0	%	0.72		7200.0	%
Total operating expenses	211,068	109.02	39.3 %	234,408	104.52	38.7 %	(23,340	)	(10.0	)%	4.50		4.3	%
Operating income	62,049	32.05	11.5 %	45,833	20.42	7.6 %	16,216		35.4	%	11.63		57.0	%
Other income	2,101	1.09	0.4 %	3,265	1.46	0.5 %	(1,164	)	(35.7	)%	(0.37	)	(25.3	)%
Income before income tax provision	64,150	33.14	11.9 %	49,098	21.88	8.1 %	15,052		30.7	%	11.26		51.5	%
Income tax provision	17,995	9.29	3.3 %	15,584	6.95	2.6 %	2,411		15.5	%	2.34		33.7	%
Net income	$ 46,155	$ 23.85	8.6 %	$ 33,514	$ 14.93	5.5 %	$ 12,641		37.7	%	$ 8.92		59.7	%

Net revenue. Net revenue decreased by $68.0 million, or 11.2%, to $537.5 million for the thirteen weeks ended September 27, 2025, as compared to $605.5 million for the thirteen weeks ended September 28, 2024 primarily due to decreased sales volume impacts of $82.9 million, partially offset by increased pricing of $6.3 million, and favorable product mix of $6.1 million.

Volume. Total shipment volume decreased by 13.7% to 1,936,000 barrels for the thirteen weeks ended September 27, 2025, as compared to 2,243,000 barrels for the thirteen weeks ended September 28, 2024, primarily due to declines in Twisted Tea, Truly Hard Seltzer and Samuel Adams brands that were only partially offset by growth in the Company’s Sun Cruiser and Angry Orchard brands.

The Company believes distributor inventory as of September 27, 2025 were at appropriate levels and averaged approximately four and one half weeks on hand which is within our target wholesaler inventory levels of four to five weeks. At the end of September 2024, wholesaler inventory levels were slightly above our target at five and one half weeks.

Net revenue per barrel. Net revenue per barrel increased by 2.8% to $277.63 per barrel for the thirteen weeks ended September 27, 2025, as compared to $269.94 per barrel for the comparable period in 2024, primarily due to increased pricing and favorable product mix.

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Cost of goods sold. Cost of goods sold was $136.56 per barrel for the thirteen weeks ended September 27, 2025, as compared to $145.00 per barrel for the thirteen weeks ended September 28, 2024. The 2025 decrease in cost of goods sold of $8.44, or 5.8% per barrel was primarily due to contract renegotiations and recipe optimization savings of $11.3 million, or $5.84 per barrel, decreases in inventory obsolescence of $7.6 million, or $3.93 per barrel, lower third-party production costs of $6.8 million, or $3.51 per barrel, and improved brewery efficiencies of $3.0 million, or $1.55 per barrel, partially offset by inflationary impacts, including tariffs, of $12.0 million, or $6.20 per barrel.

Inflationary impacts of $12.0 million consist primarily of increased raw material costs of $10.4 million, inclusive of $3.5 million impact from tariffs, and increased internal brewery costs of $1.6 million.

Gross profit. Gross profit was $141.07 per barrel for the thirteen weeks ended September 27, 2025, as compared to $124.94 per barrel for the thirteen weeks ended September 28, 2024.

The Company includes freight charges related to the movement of finished goods from its manufacturing locations to distributor locations in its advertising, promotional and selling expense line item. As such, the Company’s gross margins may not be comparable to those of other entities that classify costs related to distribution differently.

Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses increased by $16.8 million, or 11.3%, to $164.7 million for the thirteen weeks ended September 27, 2025, as compared to $148.0 million for the thirteen weeks ended September 28, 2024, primarily due to increased brand media and local marketing investments of $20.9 million partially offset by lower freight costs of $4.1 million due to lower volumes.

Advertising, promotional and selling expenses were 30.6% of net revenue, or $85.09 per barrel, for the thirteen weeks ended September 27, 2025, as compared to 24.4% of net revenue, or $65.98 per barrel, for the thirteen weeks ended September 28, 2024. This increase per barrel is primarily due to lower shipment volume and increased brand media and local marketing investments. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.

The Company conducts certain advertising and promotional activities in its distributors’ markets, and the distributors make contributions to the Company for such efforts. These amounts are included in the Company’s condensed consolidated statements of comprehensive operations as reductions to advertising, promotional and selling expenses. Historically, contributions from distributors for advertising and promotional activities have amounted to between 2% and 3% of net sales. The Company may adjust its promotional efforts in the distributors’ markets, if changes occur in these promotional contribution arrangements, depending on industry and market conditions.

General and administrative expenses. General and administrative expenses increased by $1.1 million, or 2.5%, to $44.9 million for the thirteen weeks ended September 27, 2025, as compared to $43.8 million for the thirteen weeks ended September 28, 2024, primarily due to higher salaries and benefits costs.

Impairment of intangible assets. Impairment of intangible assets in the comparable period of 2024 reflected a $42.6 million non-cash impairment charge or $29.1 million net of tax impact, recorded primarily for the Dogfish Head brand, taken as a result of the Company’s annual impairment analysis as of September 1, 2024. Beginning in the fourth quarter of 2024 the Company began amortizing the remaining intangible asset over a 10 year life and does not expect any future impairments related to the Dogfish Head brand.

Impairment of brewery assets. Impairment of brewery assets of $1.4 million increased by $1.4 million from the comparable period of 2024, due to higher write-offs of equipment at Company-owned production facilities.

Income tax provision. The Company's effective tax rate of 28.1% decreased from 31.7% in the prior year due primarily to lower non-deductible stock compensation.

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Thirty-Nine Weeks Ended September 27, 2025 compared to Thirty-Nine Weeks Ended September 28, 2024

	Thirty-Nine Weeks Ended (in thousands, except per barrel)
	September 27, 2025			September 28, 2024			Amount change	% change			Per barrel change	Per barrel % change
Barrels sold		5,776			5,997		(221	)	(3.7	)%
		Per barrel	% of net revenue		Per barrel	% of net revenue
Net revenue	$ 1,579,310	$ 273.43	100.0 %	$ 1,610,627	$ 268.57	100.0 %	$ (31,317	)	(1.9	)%	$ 4.86		1.8	%
Cost of goods	794,412	137.54	50.3 %	877,580	146.34	54.5 %	(83,168	)	(9.5	)%	(8.80	)	(6.0	)%
Gross profit	784,898	135.89	49.7 %	733,047	122.23	45.5 %	51,851		7.1	%	13.66		11.2	%
Advertising, promotional, and selling expenses	461,987	79.98	29.3 %	412,484	68.78	25.6 %	49,503		12.0	%	11.20		16.3	%
General and administrative expenses	138,615	24.00	8.8 %	142,226	23.72	8.8 %	(3,611	)	(2.5	)%	0.28		1.2	%
Impairment of intangible assets	—	—	0.0 %	42,584	7.10	2.6 %	(42,584	)	(100.0	)%	(7.10	)	(100.0	)%
Impairment of brewery assets	6,401	1.11	0.4 %	3,751	0.63	0.2 %	2,650		70.6	%	0.48		76.2	%
Total operating expenses	607,003	105.09	38.4 %	601,045	100.23	37.3 %	5,958		1.0	%	4.86		4.8	%
Operating income	177,895	30.80	11.3 %	132,002	22.00	8.2 %	45,893		34.8	%	8.80		40.0	%
Other income	6,152	1.07	0.4 %	9,226	1.54	0.6 %	(3,074	)	(33.3	)%	(0.47	)	(30.5	)%
Income before income tax provision	184,047	31.87	11.7 %	141,228	23.54	8.8 %	42,819		30.3	%	8.33		35.4	%
Income tax provision	53,047	9.18	3.4 %	42,778	7.13	2.7 %	10,269		24.0	%	2.05		28.8	%
Net income	$ 131,000	$ 22.69	8.3 %	$ 98,450	$ 16.41	6.1 %	$ 32,550		33.1	%	$ 6.28		38.3	%

Net revenue. Net revenue decreased by $31.3 million, or 1.9%, to $1.579 billion for the thirty-nine weeks ended September 27, 2025, as compared to $1.611 billion for the thirty-nine weeks ended September 28, 2024, primarily due to decreased sales volume impacts of $64.8 million, partially offset by increased pricing of $20.3 million, and favorable product mix of $12.1 million.

Volume. Total shipment volume decreased by 3.7% to 5,776,000 barrels for the thirty-nine weeks ended September 27, 2025, as compared to 5,997,000 barrels for the thirty-nine weeks ended September 28, 2024, primarily due to declines in Twisted Tea and Truly Hard Seltzer brands that were only partially offset by growth in the Company’s Sun Cruiser brand.

Net revenue per barrel. Net revenue per barrel increased by 1.8% to $273.43 per barrel for the thirty-nine weeks ended September 27, 2025, as compared to $268.57 per barrel for the comparable period in 2024, primarily due to pricing and favorable product mix.

Cost of goods sold. Cost of goods sold was $137.54 per barrel for the thirty-nine weeks ended September 27, 2025, as compared to $146.34 per barrel for the thirty-nine weeks ended September 28, 2024. The 2025 decrease in cost of goods sold of $8.80, or 6.0% per barrel was primarily due to contract renegotiations and recipe optimization savings of $31.7 million, or $5.51 per barrel, improved brewery efficiencies of $26.8 million, or $4.66 per barrel, lower third-party production costs of $10.8 million, or $1.88 per barrel, and decreases in inventory obsolescence of $6.3 million, or $1.09 per barrel, partially offset by inflationary impacts, including tariffs, of $26.6 million, or $4.62 per barrel.

Inflationary impacts of $26.6 million consist primarily of increased raw material costs of $21.8 million, inclusive of $6.5 million impact from tariffs, and increased internal brewery costs of $4.8 million.

Gross profit. Gross profit was $135.89 per barrel for the thirty-nine weeks ended September 27, 2025, as compared to $122.23 per barrel for the thirty-nine weeks ended September 28, 2024.

Advertising, promotional, and selling expenses. Advertising, promotional and selling expenses increased by $49.5 million, or 12.0%, to $462.0 million for the thirty-nine weeks ended September 27, 2025, as compared to $412.5 million for thirty-nine weeks ended September

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28, 2024, primarily due to increased brand media and local marketing investments of $53.0 million partially offset by lower freight costs of $3.5 million due to lower volumes.

Advertising, promotional and selling expenses were 29.3% of net revenue, or $79.98 per barrel, for the thirty-nine weeks ended September 27, 2025, as compared to 25.6% of net revenue, or $68.78 per barrel, for the thirty-nine weeks ended September 28, 2024. This increase per barrel is primarily due to lower shipment volume and increased brand media and local marketing investments. The Company invests in advertising and promotional campaigns that it believes will be effective, but there is no guarantee that such investments will generate sales growth.

General and administrative expenses. General and administrative expenses decreased by $3.6 million, or 2.5%, to $138.6 million for the thirty-nine weeks ended September 27, 2025, as compared to $142.2 million for the thirty-nine weeks ended September 28, 2024, primarily due to lower salaries and benefits costs.

Impairment of brewery assets. Impairment of brewery assets of $6.4 million increased by $2.7 million from the comparable period of 2024, due to higher write-offs of equipment at third party and Company-owned production facilities.

Income tax provision. The Company’s effective tax rate of 28.8% decreased from 30.3% in the prior year due primarily to lower non-deductible stock compensation.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of liquidity are its existing cash balances, cash flows from operating activities and amounts available under its revolving credit facility. The Company’s material cash requirements include working capital needs, satisfaction of contractual commitments, stock repurchases, and investment in the Company’s business through capital expenditures.

Cash and cash equivalents increased to $250.5 million as of September 27, 2025 from $211.8 million as of December 28, 2024, primarily reflecting cash provided by operating activities, partially offset by the repurchases of the Company's Class A common stock, and purchases of property, plant, and equipment.

Cash provided by operating activities consists of net income, adjusted for certain non-cash items, such as depreciation and amortization, stock-based compensation expense, and other non-cash items included in operating results, and changes in operating assets and liabilities, such as accounts receivable, inventory, accounts payable, and accrued expenses.

Cash provided by operating activities for the thirty-nine weeks ended September 27, 2025 was comprised of net income of $131.0 million and non-cash items of $67.3 million, and net inflows from operating assets and liabilities of $31.9 million. Cash provided by operating activities for the thirty-nine weeks ended September 28, 2024 was comprised of net income of $98.5 million and non-cash items of $118.4 million, partially offset by net outflows from operating assets and liabilities of $9.9 million. The increase in cash provided by operating activities for the thirty-nine weeks ended September 27, 2025 compared to September 28, 2024 is primarily driven by lower inventory levels, reflecting improved supply chain performance and reduced shipment volumes, and lower accounts receivable balances due to decreased shipment volume.

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The Company used $36.7 million in investing activities during the thirty-nine weeks ended September 27, 2025, as compared to $72.7 million during the thirty-nine weeks ended September 28, 2024. The decrease in investing activity cash outflows is due to a $20.0 million note receivable issued in the prior year and lower capital investments. For both periods, capital investments were made mostly for the Company’s production facilities to drive efficiencies and cost reductions and support product innovation and future growth.

Cash used in financing activities was $154.9 million during the thirty-nine weeks ended September 27, 2025, as compared to $177.1 million during the thirty-nine weeks ended September 28, 2024. The financing activity cash outflows in 2025 and 2024 are comprised mostly of the repurchases of the Company's Class A common stock in the periods.

During the period from December 29, 2024 through October 17, 2025, the Company repurchased and subsequently retired 709,491 shares of its Class A Common Stock for an aggregate purchase price of $161.3 million. As of October 17, 2025, the Company had repurchased a cumulative total of approximately 15.6 million shares of its Class A Common Stock for an aggregate purchase price of approximately $1.33 billion and had approximately $266 million remaining on the $1.6 billion stock repurchase expenditure limit set by the Board of Directors.

The Company expects that its cash and cash equivalents balance as of September 27, 2025 of $250.5 million, along with its projected future operating cash flow and its unused line of credit balance of $150.0 million, will be sufficient to fund future cash requirements. The Company’s $150.0 million credit facility has a term not scheduled to expire until December 16, 2027. As of the date of this filing, the Company was in compliance with its covenants to the lender under the credit facility.

CRITICAL ACCOUNTING POLICIES

There were no material changes to the Company’s critical accounting policies during the thirteen weeks and thirty-nine weeks ended September 27, 2025.

MARKET CONDITIONS AND TRENDS

Based on the information currently available and tariff programs announced by the U.S. government as of October 17, 2025, the Company estimates tariffs will have an unfavorable cost impact for the full year 2025 of approximately $9 to $13 million or $0.60 to $0.80 earnings per diluted share. These estimates include an unfavorable gross margin impact of between 40 to 60 basis points.

During the thirteen weeks ended September 27, 2025, the Company incurred $4.1 million in tariff costs, of which $3.9 million impacted gross margin. During the thirty-nine weeks ended September 27, 2025, the Company incurred $7.1 million in tariff costs, of which $6.5 million impacted gross margin.

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q and in other documents incorporated herein, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions, are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, results of operations and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect subsequent events or circumstances. Forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include the factors set forth in this Quarterly Report on Form 10-Q and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 .

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Item 3. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK

Since December 28, 2024, there have been no significant changes in the Company’s exposures to interest rate or foreign currency rate fluctuations. The Company currently does not enter into derivatives or other market risk sensitive instruments for the purpose of hedging or for trading purposes.

Item 4. CONTROLS AND PROCEDURES

As of September 27, 2025, the Company conducted an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of September 27, 2025 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and that such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting that occurred during the thirteen weeks ended September 27, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGA L PROCEEDINGS

For information regarding the Company's legal proceedings, refer to Note I of the Condensed Consolidated Financial Statements.

Item 1A. RI SK FACTORS

In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition and/or operating results. There has been no material change in the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024, with the exception of the addition of the following risk factor:

The Company may be adversely impacted by recently announced tariff programs

The Company sources some of its goods and services from countries impacted from the tariff programs announced by the U.S. government and expects these tariffs to have an adverse effect on the Company’s business and financial results during the 2025 fiscal year and possibly beyond. The Company has reviewed its supply chain and business and based on information currently available, the Company believes the primary impact of these tariffs will be higher costs of ingredients, packaging, promotional materials and capital equipment which are currently sourced from Canada, European Union, China, and Mexico. The Company has estimated the higher costs due to tariffs and the impact to its statement of operations in the 2025 fiscal year will be between $9 million and $13 million. These estimates could materially change and the Company will closely monitor the tariff environment and continue to evaluate and explore opportunities to mitigate these negative impacts but there is no guarantee that these efforts will be effective.

In addition, 5% of the Company’s revenue is from countries outside the United States with the majority of this revenue in Canada. The Company currently produces most of its Canadian volume in Canada and currently estimates that its supply chain in Canada is not expected to experience significantly higher costs due to the recently announced tariff programs.

The Company’s U.S. and international businesses could also be negatively impacted if tariffs result in changes in consumer demand or cause currency related impacts. The Company’s estimate of the impact of tariff costs does not reflect any potential impacts of tariffs on consumer demand or currency related impacts.

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Item 2. UNREGISTERED SALES OF EQU ITY SECURITIES AND USE OF PROCEEDS

In 1998, the Company's Board of Directors ("the Board") authorized the Company's share repurchase program. In October 2024, the Board authorized an increase in the share repurchase expenditure limit set for the program from $1.2 billion to $1.6 billion. The Board did not specify a date upon which the authorization would expire. Share repurchases for the periods included herein were effected through open market transactions.

As of October 17, 2025, the Company had repurchased a cumulative total of approximately 15.6 million shares of its Class A Common Stock for an aggregate purchase price of $1.33 billion and had $266 million remaining on the $1.6 billion share repurchase expenditure limit set by the Board.

During the thirty-nine weeks ended September 27, 2025, the Company repurchased and subsequently retired 655,736 shares of its Class A Common Stock, including 1,057 unvested investment shares issued under the Investment Share Program of the Company’s Employee Equity Incentive Plan, as illustrated in the table below:

Period — December 29, 2024 - February 1, 2025	67,075	Average Price Paid per Share — $ 265.00	66,968	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) — $ 409,783
February 2, 2025 - March 1, 2025	65,019	235.84	65,011	394,450
March 2, 2025 - March 29, 2025	69,531	232.87	69,268	378,310
March 30, 2025 - May 3, 2025	79,815	241.65	79,728	359,044
May 4, 2025 - May 31, 2025	63,971	239.62	63,970	343,714
June 1, 2025 - June 28, 2025	73,918	207.69	73,728	328,383
June 29, 2025 - August 2, 2025	96,929	200.07	96,733	309,018
August 3, 2025 - August 30, 2025	73,723	219.18	73,558	292,882
August 31, 2025 - September 27, 2025	65,755	220.54	65,715	278,383
Total	655,736	$ 227.72	654,679	$ 278,383

As of October 17, 2025, the Company had 8.6 million shares of Class A Common Stock outstanding and 2.1 million shares of Class B Common Stock outstanding.

Item 3. DEFAULTS UPO N SENIOR SECURITIES

Not Applicable

Item 4. MINE SAF ETY DISCLOSURES

Not Applicable

Item 5. OTHER INFORMATION

Insider Trading Arrangements

No trading plans were adopted or terminated during the thirteen weeks ended September 27, 2025 by an executive officer or director that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or a non-Rule 10b5-1(c) trading agreement.

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Item 6. E XHIBITS

Exhibit No.	Title
3.1	Amended and Restated By-Laws of the Company, dated June 2, 1998 (incorporated by reference to Exhibit 3.5 to the Company’s Form 10-Q filed on August 10, 1998).
3.2	Restated Articles of Organization of the Company, dated November 17, 1995, as amended August 4, 1998 (incorporated by reference to Exhibit 3.6 to the Company’s Form 10-Q filed on August 10, 1998).
10.1	Transition Agreement governing Mr. Spillane’s ongoing relationship with the Company, dated August 1, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 1, 2025).
10.2	Offer Letter to Philip A. Hodges, Chief Operating Officer dated October 20, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K/A filed on October 22, 2025).
*31.1	Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
*101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
*104	Cover page formatted as Inline XBRL and contained in Exhibit 101

Filed with this report

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SIGNA TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

THE BOSTON BEER COMPANY, INC
(Registrant)

Date: October 23, 2025
Jim Koch
Chairman, President and Chief Executive Officer
(Principal Executive Officer)

Date: October 23, 2025
Diego Reynoso
Chief Financial Officer
(Principal Financial Officer)

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