Merger talks end as Brown-Forman (NYSE: BF) refocuses on strategy
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Brown-Forman Corporation announced that it and Pernod Ricard have terminated discussions about a potential business combination after the parties were unable to reach mutually agreeable terms. No transaction was signed, and Brown-Forman will continue operating independently.
The company reaffirmed its focus on creating long-term value by advancing existing strategic and operational plans. Priorities include expanding its geographic footprint, building brands that resonate with consumers, and improving operational efficiency. Brown-Forman highlights its global spirits portfolio and presence in more than 170 countries as it pursues these goals.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Operating history: more than 155 years
Employees: approximately 5,000 employees
Geographic reach: more than 170 countries
3 metrics
Operating history
more than 155 years
Time building beverage alcohol brands
Employees
approximately 5,000 employees
Global workforce size
Geographic reach
more than 170 countries
Countries where brands are sold
Key Terms
Regulation FD Disclosure, business combination, forward-looking statements, emerging growth company, +1 more
5 terms
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. Brown-Forman Corporation"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
business combination financial
"termination of discussions with respect to a potential business combination involving the Company and Pernod Ricard"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
forward-looking statements regulatory
"This press release contains statements that are “forward-looking statements”, as defined under U.S. federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Exhibit 99.1 regulatory
"99.1 | Brown-Forman Corporation Press Release dated April 28, 2026."
Exhibit 99.1 is a label used in regulatory filings to identify a specific attached document, most often a company press release or investor presentation filed with securities regulators. For investors it matters because it marks an official, contemporaneous source of information directly tied to a filing—like the original news article pinned to a legal record—so traders and analysts treat it as an authoritative statement that can move a stock or clarify a company’s situation.
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):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Brown-Forman Corporation (the “Company”) issued a press release on April 28, 2026, regarding the termination of discussions with respect to a potential business combination involving the Company and Pernod Ricard, a copy of which is attached 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Brown-Forman Corporation Press Release dated April 28, 2026. | |||||||
| 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: April 28, 2026 | /s/ Michael E. Carr, Jr. | ||||
| Michael E. Carr, Jr. | |||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||
NEWS RELEASEFOR IMMEDIATE RELEASE
BROWN-FORMAN AND PERNOD RICARD TERMINATE DISCUSSIONS REGARDING POTENTIAL COMBINATION
Brown-Forman Focused on Creating Value for All Stakeholders by Advancing Ongoing Strategic and Operational Plans
April 28, 2026, LOUISVILLE, KY — Brown-Forman Corporation (NYSE: BFA, BFB) today announced that the company and Pernod Ricard have terminated discussions regarding a potential business combination, as the companies were unable to reach mutually agreeable terms. Brown-Forman and Pernod Ricard previously confirmed discussions on March 26 and noted there could be no assurance that any such agreement would be reached.
Brown-Forman issued the following statement:
“We intend to create long-term value for all stakeholders by focusing on our strategic and operational priorities. This includes unlocking future growth by expanding our geographic footprint, continuing to build brands that resonate with consumers, and enhancing operational efficiency.”
Brown-Forman Corporation is a global leader in the spirits industry, responsibly building exceptional beverage alcohol brands for more than 155 years. Headquartered in Louisville, Kentucky, we are guided by our founding promise, “Nothing Better in the Market.” Our premium portfolio includes Jack Daniel’s Family of Brands, Woodford Reserve, Old Forester, New Mix, el Jimador, Herradura, The Glendronach, Glenglassaugh, Benriach, Diplomático Rum, Gin Mare, Fords Gin, Chambord, and Slane. With approximately 5,000 employees worldwide, we proudly share our passion for fine-quality spirits in more than 170 countries. Learn more at brown-forman.com and stay connected with us on LinkedIn, Instagram, and X.
# # #
Contacts:
Media Contact: Brown-Forman@FGSGlobal.com
Sue Perram, Vice President, Investor Relations
Sue_Perram@b-f.com
Important Information on Forward-Looking Statements:
This press release contains statements that are “forward-looking statements”, as defined under U.S. federal securities laws, that are subject to risks and uncertainties. Such statements involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond Brown-Forman’s control and could cause Brown-Forman’s future financial results, goals, plans, commitments, strategies and objectives to differ materially from those expressed in, or implied by, the statements. Words such as "should," "could," "would," "will," "may," "expects," "plans," "intends," "anticipates," "indicates," "remains," "believes," "estimates," "projects," "forecast," "guidance," "outlook," "goals," "targets," "pledge," "confident," "optimistic," "dedicated," "positioned," "on track", "path" and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. All statements, other than those that relate solely to historical facts, are forward-looking statements.
Additionally, forward-looking statements include conditional statements and statements that identify uncertainties or trends, discuss the possible future effects of known trends or uncertainties, or that indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. All forward-looking statements in this press release are based upon information available to Brown-Forman on the date of this press release. Brown-Forman undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law or regulation.
Brown-Forman’s actual results could differ materially from these forward-looking statements due to numerous factors including, without limitation, any risks and uncertainties set forth in the "Risk Factors" section or other sections in Brown-Forman’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as other risks and uncertainties set forth from time to time in the reports Brown-Forman files with the U.S. Securities and Exchange Commission.
FAQ
What did Brown-Forman (BF) announce regarding Pernod Ricard?
Brown-Forman announced that it and Pernod Ricard have terminated discussions about a potential business combination. The companies were unable to reach mutually agreeable terms, so no transaction will proceed, and Brown-Forman will continue with its existing strategic and operational plans.
Was a merger agreement between Brown-Forman (BF) and Pernod Ricard ever signed?
No, a merger agreement was never signed. Brown-Forman and Pernod Ricard had been in discussions about a potential business combination, but they ended those talks after failing to reach mutually agreeable terms, meaning no binding deal or transaction was completed.
How is Brown-Forman (BF) positioning itself after ending Pernod Ricard talks?
Brown-Forman says it will focus on creating long-term value by pursuing its strategic and operational priorities. These include expanding its geographic footprint, strengthening brands that resonate with consumers, and enhancing operational efficiency across its global spirits business.
What strategic priorities did Brown-Forman (BF) emphasize in this update?
Brown-Forman emphasized three main priorities: unlocking future growth through geographic expansion, continuing to build consumer-relevant brands, and improving operational efficiency. The company framed these initiatives as its path to creating long-term value for all stakeholders following the end of combination talks.
What scale and reach does Brown-Forman (BF) highlight in this communication?
Brown-Forman describes itself as a global leader in the spirits industry, with more than 155 years of history. It notes a premium brand portfolio, approximately 5,000 employees worldwide, and distribution of its beverage alcohol brands in more than 170 countries.
Which brands does Brown-Forman (BF) reference in connection with its strategy?
Brown-Forman cites a portfolio that includes the Jack Daniel’s Family of Brands, Woodford Reserve, Old Forester, el Jimador, Herradura, The Glendronach, Diplomático Rum, Gin Mare, Fords Gin, Chambord, and others. These brands support its focus on long-term growth and consumer relevance.