BF announces CFO Leanne Cunningham's retirement; May 1, 2026 effective

Rhea-AI Filing Summary

Brown-Forman Corporation disclosed that Leanne D. Cunningham, its Executive Vice President and Chief Financial Officer, informed the company on August 21, 2025 that she intends to retire effective May 1, 2026. The company furnished a press release dated August 25, 2025 announcing the retirement and attached that release as Exhibit 99.1 to this Form 8-K. The filing clarifies that the Item 7.01 disclosure and Exhibit 99.1 are furnished, not filed, under the Exchange Act and are not incorporated by reference into other filings unless expressly stated.

Positive

• Advance notice of retirement: Aug 21, 2025 notice with May 1, 2026 effective date allows orderly succession
• Public communication: press release dated Aug 25, 2025 attached as Exhibit 99.1

Negative

• Leadership change: departure of the CFO is a material executive transition for investors
• Filing contains no disclosure of successor, transition plan, or any compensatory arrangements

Insights

Corporate Governance Analyst

Planned CFO retirement gives the board time for a controlled transition.

The filing states that Leanne D. Cunningham notified the company on August 21, 2025 of an intended retirement effective May 1, 2026, providing roughly eight months' notice. That timeline permits the board and management to conduct succession planning and an orderly handover without immediate disruption.

The company also issued a press release on August 25, 2025 (attached as Exhibit 99.1), indicating the decision has been communicated publicly and documented in the 8-K.

Financial Reporting Specialist

Disclosure follows standard Reg FD and 8-K practice; materiality is procedural.

The item is reported under Item 5.02 (retirement of a named officer) with a related Item 7.01 Regulation FD disclosure via press release, and Exhibit 99.1 is furnished. The filing explicitly states the furnished materials are not "filed" for Section 18 purposes, which is standard wording to limit incorporation by reference.

No financial statements, compensatory arrangements, or transition details are provided in this filing.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

FAQ

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

The company announced that Leanne D. Cunningham, Executive Vice President and Chief Financial Officer, intends to retire effective May 1, 2026; a press release was issued on Aug 25, 2025 and attached as Exhibit 99.1.

When did the CFO notify Brown-Forman (BF) of her retirement?

Ms. Cunningham informed the company on August 21, 2025 that she intends to retire effective May 1, 2026.

Is the press release included in the 8-K?

Yes. The filing states a press release dated August 25, 2025 is attached as Exhibit 99.1 and is incorporated by reference in Item 7.01.

Does the 8-K provide details on a successor or transition plan?

No. The filing does not disclose any successor, transition arrangements, or compensatory details.

Are the furnished materials considered "filed" with the SEC?

No. The filing states the Item 7.01 disclosure and Exhibit 99.1 are furnished, not deemed "filed" for Section 18 of the Exchange Act, and are not incorporated by reference unless expressly stated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/25/2025 - 04:34 PM Learn about SEC filing dates

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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):

August 21, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Leanne D. Cunningham as Executive Vice President and Chief Financial Officer

On August 21, 2025, Leanne D. Cunningham, Executive Vice President and Chief Financial Officer of Brown-Forman Corporation (the “Company”), informed the Company of her intention to retire effective May 1, 2026.

Item 7.01. Regulation FD Disclosure.

In connection with the announced retirement of Ms. Cunningham, the Company issued a press release on August 25, 2025, 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 August 25, 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: August 25, 2025			/s/ Michael E. Carr, Jr.
			Michael E. Carr, Jr.
			Executive Vice President, General Counsel and Corporate Secretary