[8-K] BROWN FORMAN CORP Reports Material Event

Rhea-AI Filing Summary

Brown-Forman Corporation approved a board-authorized share repurchase program to buy up to $400 million of its outstanding Class A and Class B common stock between October 1, 2025 and October 1, 2026. The program allows purchases in the open market, block trades, under Rule 10b5-1 plans, and through privately negotiated transactions, and is subject to market conditions and applicable laws. The repurchase plan does not commit the company to a minimum repurchase amount and may be modified, suspended, or terminated at any time. The filing notes that the information in Item 7.01 and Exhibit 99.1 is furnished and not "filed" for Exchange Act purposes.

Positive

• $400M repurchase authorization demonstrates shareholder return priority
• Flexible execution methods including Rule 10b5-1 plans allow disciplined, pre-scheduled buys
• One-year program (Oct 1, 2025–Oct 1, 2026) provides a clear timeframe for capital deployment

Negative

• Filing discloses no minimum repurchase commitment, so impact is uncertain
• No disclosure of funding source or repurchase schedule limits visibility on liquidity effects

Insights

Capital Allocation Strategist

Board authorized a $400M buyback for one year, offering flexible execution methods.

The $400 million repurchase program signals that the board prioritized returning capital to shareholders while retaining execution flexibility through open market, Rule 10b5-1 plans, block trades, and negotiated purchases.

This structure lets the company act opportunistically across different market conditions without committing to a fixed cadence or minimum volume; management can pause or end the program if market conditions or cash needs change.

Treasury & Liquidity Analyst

The program runs Oct 1, 2025–Oct 1, 2026 and may affect near-term free cash flow and share count.

Repurchases up to $400M will use cash resources and could reduce outstanding shares, potentially boosting per-share metrics if executed. The filing does not disclose funding sources, timing, or pace, so liquidity impact depends on actual execution and existing cash/debt positions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 2, 2025

Brown-Forman Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-00123

61-0143150

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

850 Dixie Highway,

Louisville,

Kentucky

40210

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 585-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (voting), $0.15 par value			BFA			New York Stock Exchange
Class B Common Stock (nonvoting), $0.15 par value			BFB			New York Stock Exchange
1.200% Notes due 2026			BF26			New York Stock Exchange
2.600% Notes due 2028			BF28			New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01. Regulation FD Disclosure.

In connection with the approval of the Repurchase Program (as described below), Brown-Forman Corporation (the “Company”) issued a press release on October 2, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference in Item 7.01 of this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01 (and the related information in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On October 1, 2025, the Board of Directors (the “Board”) of the Company approved a share repurchase program for up to $400 million of the Company’s outstanding Class A and Class B common stock (the “Stock”) commencing on October 1, 2025, through October 1, 2026 (the “Repurchase Program”), subject to market and other conditions. Under the Repurchase Program, the Company can repurchase shares of Stock for cash in open market purchases, block transactions, purchases made in accordance with Rule 10b5-1 under the Exchange Act, and privately negotiated transactions, in accordance with applicable laws and regulations. The Repurchase Program does not obligate the Company to repurchase a minimum number of shares of Stock, and the Repurchase Program may be modified, suspended or terminated by the Company at any time without prior notice.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Description
99.1						Brown-Forman Corporation Press Release dated October 2, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BROWN-FORMAN CORPORATION
			(Registrant)
Date: October 2, 2025			/s/ Michael E. Carr, Jr.
			Michael E. Carr, Jr.
			Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Brown-Forman (BF) announce in this 8-K?

The company approved a board-authorized share repurchase program to buy up to $400 million of Class A and Class B common stock from Oct 1, 2025 through Oct 1, 2026.

How will Brown-Forman execute the repurchases?

Repurchases may occur via open market purchases, block transactions, Rule 10b5-1 plans, and privately negotiated transactions, subject to applicable laws and market conditions.

Is Brown-Forman obligated to repurchase a minimum number of shares?

No. The program explicitly states there is no minimum repurchase requirement and may be modified, suspended, or terminated at any time.

Will this filing be considered 'filed' under the Exchange Act?

The filing states the information furnished in Item 7.01 and Exhibit 99.1 is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.

What timeframe does the repurchase program cover?

The program covers a one-year period from October 1, 2025 through October 1, 2026.