Brown-Forman EVP receives RSU shares, withholds for taxes

BROWN FORMAN CORP EVP/Pres., Americas Michael Andrew Masick reported routine equity compensation activity in Class B Common stock.

Rhea-AI Filing Summary

BROWN FORMAN CORP EVP/Pres., Americas Michael Andrew Masick reported routine equity compensation activity in Class B Common stock. On May 27, 2026, he received 611 shares at $0.00 per share as a grant tied to a July 27, 2023 award of performance-based restricted stock units that had a three-year performance period ending April 30, 2026.

To cover withholding obligations from this award, he surrendered 276 shares at a price of $25.94 per share, a tax-withholding disposition using the May 27, 2026 closing price of BF-B. After these transactions, he directly holds 1,264 Class B Common shares, adjusted for dividend reinvestment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Masick Michael Andrew

Role EVP/Pres., Americas

Type	Security	Shares	Price	Value
Grant/Award	Class B Common	611	$0.00	$0.00
Exercise Price or Tax Liability	Class B Common	276	$25.94	$7K

Holdings After Transaction: Class B Common — 1,264 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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 276 shares of Class B common stock.
3. F3. The closing price of BF-B on May 27, 2026, was used to calculate the withholding obligation.
4. F4. Total adjusted to reflect dividend reinvestment.

Key Figures

RSU shares granted: 611 shares Shares surrendered for tax withholding: 276 shares Withholding share price: $25.94 per share +4 more

7 metrics

RSU shares granted 611 shares Class B Common issued May 27, 2026 from July 27, 2023 performance-based RSU award

Shares surrendered for tax withholding 276 shares Class B Common surrendered May 27, 2026 to satisfy withholding

Withholding share price $25.94 per share Closing price of BF-B on May 27, 2026 used to calculate withholding

Shares held after transactions 1,540 shares Direct Class B Common ownership after May 27, 2026 transactions, adjusted for dividend reinvestment

Tax-withholding shares per summary 276 shares Tax withholding count in transaction summary for F-code disposition

Transaction code F shares 276 shares Non-derivative Class B Common, tax-withholding disposition on May 27, 2026

Transaction code A shares 611 shares Non-derivative Class B Common, grant or award acquisition on May 27, 2026

Key Terms

performance-based restricted stock units, three-year performance period, tax-withholding disposition, grant/award acquisition, +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.

three-year performance period financial

"The award was subject to a three-year performance period, which ended April 30, 2026."

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.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

dividend reinvestment financial

"Total adjusted to reflect dividend reinvestment."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

FAQ

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

What insider transactions did BF executive Michael Andrew Masick report on this Form 4?

Masick reported a routine equity compensation event, receiving 611 Class B Common shares as a grant and surrendering 276 shares to satisfy tax withholding obligations. Both transactions occurred on May 27, 2026 and relate to a prior performance-based restricted stock unit award.

Was the Brown-Forman (BF) insider transaction a market sale or tax withholding?

The disposition was tax withholding, not an open-market sale. Masick surrendered 276 Class B Common shares to cover withholding obligations on a performance-based restricted stock unit award that was issued as shares on May 27, 2026, using that day’s closing price.

How many Brown-Forman Class B shares did Masick receive and at what price?

Masick received 611 Class B Common shares at a stated price of $0.00 per share as a grant or award. These shares were issued in connection with a July 27, 2023 performance-based restricted stock unit award after its three-year performance period ended April 30, 2026.

What price was used to calculate the Brown-Forman tax withholding shares?

The withholding calculation used the May 27, 2026 closing price of BF-B. Masick surrendered 276 Class B Common shares at $25.94 per share to satisfy withholding obligations on the vested performance-based restricted stock units that were issued as shares that same day.

How many Brown-Forman Class B shares does Masick hold after these transactions?

Following the grant and the tax-withholding surrender, Masick directly holds 1,540 shares of Class B Common stock. This total is reported as adjusted to reflect dividend reinvestment, providing an updated view of his direct equity stake after the May 27, 2026 activity.

What was the original award underlying Masick’s new Brown-Forman shares?

The new shares came from a July 27, 2023 award of performance-based restricted stock units. This award carried a three-year performance period that ended April 30, 2026, after which the units were issued as shares on May 27, 2026 and partially withheld for taxes.

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

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Accepted by SEC EDGAR 05/29/2026 - 05:30 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
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^*

Masick Michael Andrew

(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., Americas

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 B Common	05/27/2026		A		611(1)	A	$0	1,540	D
Class B Common	05/27/2026		F		276(2)	D	$25.94(3)	1,264(4)	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 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 276 shares of Class B common stock.

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

4. Total adjusted to reflect dividend reinvestment.

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Michael A. Masick	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)