Brown-Forman EVP reports RSU vesting and tax withholding

BROWN FORMAN CORP executive Diane F. Nguyen reported routine equity compensation activity.

Rhea-AI Filing Summary

BROWN FORMAN CORP executive Diane F. Nguyen reported routine equity compensation activity. She received 1,346 shares of Class B common stock at no cost in connection with a July 27, 2023 award of performance-based restricted stock units, which vested after a three-year performance period ending April 30, 2026. To cover tax withholding on this vesting, she surrendered 597 Class B shares using the May 27, 2026 BF-B closing price, leaving her with 1,039 directly held shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nguyen Diane F

Role EVP, Chief Ppl & Comm

Type	Security	Shares	Price	Value
Grant/Award	Class B Common	1,346	$0.00	$0.00
Exercise Price or Tax Liability	Class B Common	597	$25.94	$15K

Holdings After Transaction: Class B Common — 1,039 shares (Direct)

Footnotes (3)

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 597 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.

Key Figures

Shares surrendered for taxes: 597 shares Withholding price per share: $25.94 per share Shares granted from RSU award: 1,346 shares +2 more

5 metrics

Shares surrendered for taxes 597 shares Class B Common tax-withholding disposition on May 27, 2026

Withholding price per share $25.94 per share Closing price of BF-B used to calculate tax obligation

Shares granted from RSU award 1,346 shares Class B Common issued from performance-based RSUs on May 27, 2026

Shares held after transactions 1,636 shares Directly held Class B Common following Form 4 transactions

Tax withholding shares (summary) 597 shares TaxWithholdingShares in transaction summary

Key Terms

performance-based restricted stock units, withholding obligations, closing price, tax-withholding disposition

4 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.

withholding obligations financial

"To satisfy withholding obligations associated with the July 27, 2023, award"

closing price financial

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

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.

FAQ

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

What insider transactions did BF executive Diane Nguyen report on this Form 4?

Diane F. Nguyen reported a routine equity compensation event. She received 1,346 Class B common shares from a performance-based RSU award and surrendered 597 shares to satisfy tax withholding tied to that vesting.

Was the Brown-Forman (BF) insider transaction an open-market stock sale?

No, the filing shows no open-market sale. The 597 Class B shares were surrendered to satisfy tax withholding obligations from vested performance-based restricted stock units, not sold in the market for trading purposes.

How many Brown-Forman Class B shares did Diane Nguyen receive from the RSU award?

She received 1,346 Class B common shares at no cost. These shares were issued on May 27, 2026, after a three-year performance period for a July 27, 2023 performance-based RSU award ended on April 30, 2026.

How many Brown-Forman shares did Diane Nguyen surrender for tax withholding?

She surrendered 597 Class B common shares to cover tax withholding on the vested RSU award. The withholding obligation was calculated using the BF-B closing price on May 27, 2026, according to the filing footnotes.

What are Diane Nguyen’s Brown-Forman holdings after these Form 4 transactions?

After the reported transactions, Diane F. Nguyen directly holds 1,636 shares of Brown-Forman Class B common stock. This reflects the RSU-related share issuance and the share surrender for tax withholding reported in the filing.

What type of award triggered the Brown-Forman insider share issuance?

The share issuance stemmed from a July 27, 2023 award of performance-based restricted stock units. The award had a three-year performance period ending April 30, 2026, after which the units were settled in shares on May 27, 2026.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/29/2026 - 05:18 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^*

Nguyen Diane F

(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, Chief Ppl & Comm

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		1,346(1)	A	$0	1,636	D
Class B Common	05/27/2026		F		597(2)	D	$25.94(3)	1,039	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 597 shares of Class B common stock.

3. 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 Diane F. Nguyen	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)