Brown-Forman EVP granted shares, withholds for taxes

Brown-Forman executive Yiannis Pafilis reported equity compensation activity tied to performance-based awards.

Rhea-AI Filing Summary

Brown-Forman executive Yiannis Pafilis reported equity compensation activity tied to performance-based awards. On May 27, 2026, he received 272 shares of Class A Common and 508 shares of Class B Common at $0.00 per share, issued upon vesting of earlier performance-based restricted stock unit awards with three-year performance periods ending April 30, 2026.

To cover withholding taxes on these vested awards, he surrendered 95 Class A shares at a price of $26.72 and 177 Class B shares at $25.94 through tax-withholding dispositions, which are not open-market sales. After these transactions, his reported direct holdings were 272 Class A shares and 685 Class B shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Pafilis Yiannis

Role EVP, Pres., EU, Africa, Asia

Type	Security	Shares	Price	Value
Grant/Award	Class A Common	272	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common	95	$26.72	$3K
Grant/Award	Class B Common	508	$0.00	$0.00
Exercise Price or Tax Liability	Class B Common	177	$25.94	$5K

Holdings After Transaction: Class A Common — 177 shares (Direct); Class B Common — 508 shares (Direct)

Footnotes (6)

1. F1. These shares were issued on May 27, 2026, in connection with a April 25, 2024, award of performance-based restricted stock units. The award was subject to a three-year performance period, which ended April 30, 2026.
2. F2. To satisfy withholding obligations associated with the April 25, 2024, award of performance-based restricted stock units that were issued as shares on May 27, 2026, the reporting person surrendered 95 shares of Class A common stock.
3. F3. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation.
4. F4. These shares were issued on May 27, 2026, in connection with earlier awards of performance-based restricted stock units. 485 shares were issued in connection with a July 27, 2023, award, and 23 shares were issued in connection with an October 26, 2023, award. Each award was subject to a three-year performance period, which ended April 30, 2026.
5. F5. To satisfy withholding obligations associated with awards of performance-based restricted stock units that were issued as shares on May 27, 2026, the reporting person surrendered 169 shares of Class B common stock in connection with the July 27, 2023, award, and 8 shares of Class B common stock in connection with the October 26, 2023, award.
6. F6. The closing price of BF-B on May 27, 2026, was used to calculate the withholding obligation.

Key Figures

Class A shares granted: 272 shares Class B shares granted: 508 shares Class A shares surrendered: 95 shares at $26.72 +3 more

6 metrics

Class A shares granted 272 shares Performance-based RSUs issued as shares on May 27, 2026

Class B shares granted 508 shares Performance-based RSUs issued as shares on May 27, 2026

Class A shares surrendered 95 shares at $26.72 Tax-withholding disposition on May 27, 2026

Class B shares surrendered 177 shares at $25.94 Tax-withholding disposition on May 27, 2026

Class A shares held 272 shares Direct holdings following transactions

Class B shares held 685 shares Direct holdings following transactions

Key Terms

performance-based restricted stock units, tax-withholding disposition, Class A Common, Class B Common, +1 more

5 terms

performance-based restricted stock units financial

"award of performance-based restricted stock units. The award was subject to a three-year performance period"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common financial

"95 shares of Class A common stock"

Class B Common financial

"169 shares of Class B common stock in connection with the July 27, 2023, award"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Brown-Forman EVP Yiannis Pafilis report in this Form 4 for BF?

Yiannis Pafilis reported equity compensation activity, including grants of Class A and B common shares from vested performance-based restricted stock units and related share surrenders to cover tax withholding obligations, all dated May 27, 2026.

How many Brown-Forman shares did Yiannis Pafilis receive in this Form 4 filing?

He received 272 shares of Class A Common and 508 shares of Class B Common at zero cost per share, issued when earlier performance-based restricted stock unit awards vested after three-year performance periods ending April 30, 2026.

Why did Yiannis Pafilis surrender Brown-Forman shares in this BF Form 4?

He surrendered 95 Class A shares and 177 Class B shares to satisfy withholding tax obligations on vested performance-based restricted stock unit awards that were issued as shares on May 27, 2026, using the closing prices that day to calculate the obligation.

Were any of Yiannis Pafilis’s Brown-Forman transactions open-market buys or sells?

No, the Form 4 shows grant and tax-withholding disposition transactions only. Shares were issued from performance-based restricted stock unit awards, and some were surrendered back to the issuer for taxes, rather than bought or sold in the open market.

What are Yiannis Pafilis’s Brown-Forman share holdings after these Form 4 transactions?

After these reported transactions, his direct holdings were 272 shares of Class A Common and 685 shares of Class B Common, reflecting both the newly issued shares from vested awards and the shares surrendered to cover tax withholding requirements.

What performance periods were tied to the Brown-Forman RSU awards in this Form 4?

The Class A shares were issued from an April 25, 2024 award with a three-year performance period ending April 30, 2026. The Class B shares came from July 27, 2023 and October 26, 2023 awards, each with three-year performance periods ending April 30, 2026.

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

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Accepted by SEC EDGAR 05/29/2026 - 05:10 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pafilis Yiannis

(Last) (First) (Middle)

850 DIXIE HIGHWAY

(Street)

LOUISVILLE KENTUCKY 40210

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BROWN FORMAN CORP [ BFA, BFB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Pres., EU, Africa, Asia

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common	05/27/2026		A		272(1)	A	$0	272	D
Class A Common	05/27/2026		F		95(2)	D	$26.72(3)	177	D
Class B Common	05/27/2026		A		508(4)	A	$0	685	D
Class B Common	05/27/2026		F		177(5)	D	$25.94(6)	508	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were issued on May 27, 2026, in connection with a April 25, 2024, award of performance-based restricted stock units. The award was subject to a three-year performance period, which ended April 30, 2026.

2. To satisfy withholding obligations associated with the April 25, 2024, award of performance-based restricted stock units that were issued as shares on May 27, 2026, the reporting person surrendered 95 shares of Class A common stock.

3. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation.

4. These shares were issued on May 27, 2026, in connection with earlier awards of performance-based restricted stock units. 485 shares were issued in connection with a July 27, 2023, award, and 23 shares were issued in connection with an October 26, 2023, award. Each award was subject to a three-year performance period, which ended April 30, 2026.

5. To satisfy withholding obligations associated with awards of performance-based restricted stock units that were issued as shares on May 27, 2026, the reporting person surrendered 169 shares of Class B common stock in connection with the July 27, 2023, award, and 8 shares of Class B common stock in connection with the October 26, 2023, award.

6. The closing price of BF-B on May 27, 2026, was used to calculate the withholding obligation.

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Yiannis Pafilis	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)