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Brown‑Forman (NYSE: BF) EVP receives stock award and surrenders shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Brown‑Forman executive Jeremy J. Shepherd reported a stock-based compensation event involving Class A common shares. On May 27, 2026, he received 3,010 shares of Class A common stock at $0.00 per share as a grant tied to a July 27, 2023 award of performance-based restricted stock units that carried a three-year performance period ending April 30, 2026.

To cover related tax withholding obligations, he surrendered 1,357 shares of Class A common stock, valued using the $26.72 closing price of BF‑A on the same date. After these non‑market transactions, the filing shows 2,210 shares following the tax-withholding disposition and 3,567 shares following the award entry, indicating his direct holdings remain in the low‑thousands of shares. The activity reflects routine equity compensation and tax settlement rather than open‑market buying or selling.

Positive

  • None.

Negative

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Insider Shepherd Jeremy J
Role EVP, Chief Marketing
Type Security Shares Price Value
Grant/Award Class A Common 3,010 $0.00 --
Tax Withholding Class A Common 1,357 $26.72 $36K
Holdings After Transaction: Class A Common — 3,567 shares (Direct, null)
Footnotes (1)
  1. These shares were issued on May 27, 2026, in connection with a July 27, 2023, award of performance-based restricted stock units. The award was subject to a three-year performance period, which ended April 30, 2026. To satisfy withholding obligations associated with the July 27, 2023, award of performance-based restricted stock units that were issued as shares on May 27, 2026, the reporting person surrendered 1,357 shares of Class A common stock. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation.
Shares surrendered for taxes 1,357 shares Class A common, tax withholding on May 27, 2026
Withholding valuation price $26.72 per share Closing price of BF-A on May 27, 2026
Shares granted from RSU award 3,010 shares Class A common, grant/award acquisition on May 27, 2026
Shares after tax-withholding disposition 2,210 shares Total Class A shares following F-code transaction
Shares after award entry 3,567 shares Total Class A shares following A-code grant
RSU performance period length 3 years Performance period ended April 30, 2026
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.
withholding obligations financial
"To satisfy withholding obligations associated with the July 27, 2023, award of performance-based restricted stock units"
Class A common stock financial
"the reporting person surrendered 1,357 shares of Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
closing price financial
"The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation"
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Shepherd Jeremy J

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Marketing
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common05/27/2026A3,010(1)A$03,567D
Class A Common05/27/2026F1,357(2)D$26.72(3)2,210D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares were issued on May 27, 2026, in connection with a July 27, 2023, 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 July 27, 2023, award of performance-based restricted stock units that were issued as shares on May 27, 2026, the reporting person surrendered 1,357 shares of Class A common stock.
3. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation.
Remarks:
Karleen M. Finnegan, Attorney in Fact for Jeremy J. Shepherd05/29/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Brown-Forman (BF) executive Jeremy Shepherd report in this Form 4?

Jeremy Shepherd reported a stock-based compensation event, receiving Class A common shares from a performance-based restricted stock unit award and surrendering part of those shares to cover tax withholding obligations, with all activity occurring on May 27, 2026.

How many Brown-Forman Class A shares did Jeremy Shepherd receive and at what price?

He received 3,010 shares of Brown-Forman Class A common stock at $0.00 per share. These shares were issued from a July 27, 2023 performance-based restricted stock unit award after its three-year performance period ended on April 30, 2026.

How many Brown-Forman shares were surrendered for taxes and at what value?

Jeremy Shepherd surrendered 1,357 Class A common shares to satisfy withholding obligations. The withholding amount was calculated using the $26.72 closing price of BF-A on May 27, 2026, as disclosed in the Form 4 footnotes.

Were Jeremy Shepherd’s Brown-Forman transactions open-market buys or sells?

No, the transactions were not open-market trades. The filing describes a grant of 3,010 shares as compensation and a surrender of 1,357 shares to cover tax withholding, a routine mechanism rather than discretionary buying or selling in the market.

What do the reported post-transaction Brown-Forman share balances show for Jeremy Shepherd?

The Form 4 shows 2,210 Class A shares following the tax-withholding disposition and 3,567 shares following the award entry. These figures indicate Jeremy Shepherd holds a few thousand Brown-Forman Class A shares directly after the compensation and tax-withholding events.

What was the performance period for Jeremy Shepherd’s Brown-Forman RSU award?

The performance-based restricted stock unit award was granted on July 27, 2023 and had a three-year performance period ending on April 30, 2026. Shares were issued on May 27, 2026 after that period concluded and results were determined.