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Brown-Forman (NYSE: BF) EVP Graven reports RSU share grant and tax withholding

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

Rhea-AI Filing Summary

Brown-Forman executive Christina M. Graven, EVP and Chief Strategy Officer, reported compensation-related share activity in Class B common stock. She received 1,346 shares on May 27, 2026, from a July 27, 2023 award of performance-based restricted stock units that vested after a three-year performance period ending April 30, 2026.

To cover tax withholding on this award, she surrendered 607 shares, valued using the $25.94 May 27, 2026 closing price of BF-B, as a tax-withholding disposition rather than an open-market sale. After these transactions, she directly holds 2,469 Class B shares.

Positive

  • None.

Negative

  • None.
Insider Graven Christina M
Role EVP, Chief Strategy
Type Security Shares Price Value
Grant/Award Class B Common 1,346 $0.00 --
Tax Withholding Class B Common 607 $25.94 $16K
Holdings After Transaction: Class B Common — 2,469 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 607 shares of Class B common stock. The closing price of BF-B on May 27, 2026, was used to calculate the withholding obligation.
RSU shares issued 1,346 shares Performance-based restricted stock units issued as shares on May 27, 2026
Shares surrendered for taxes 607 shares Class B common surrendered to satisfy withholding on RSU award
Closing price used $25.94 per share BF-B closing price on May 27, 2026 used to calculate withholding
Post-transaction holdings (intermediate) 1,862 shares Total Class B shares following tax-withholding disposition entry
Post-transaction holdings (final) 2,469 shares Direct Class B holdings after grant/award acquisition entry
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.
Class B common stock financial
"the reporting person surrendered 607 shares of Class B common stock."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
closing price financial
"The closing price of BF-B on May 27, 2026, was used to calculate the withholding obligation."
Form 4 Insider Transactions: What Each Field Means →
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*
Graven Christina M
(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 Strategy
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 B Common05/27/2026A1,346(1)A$02,469D
Class B Common05/27/2026F607(2)D$25.94(3)1,862D
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 607 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 Christina M. Graven05/29/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Christina M. Graven report for Brown-Forman (BF)?

Christina M. Graven reported a grant of 1,346 Class B shares and a related surrender of 607 shares for tax withholding. Both transactions occurred on May 27, 2026 and are tied to a prior performance-based restricted stock unit award.

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

No, the filing shows a tax-withholding disposition, not an open-market sale. Graven surrendered 607 Class B shares to satisfy withholding obligations on vested performance-based restricted stock units issued as shares on May 27, 2026.

How many Brown-Forman (BF) shares did Christina M. Graven receive from her award?

She received 1,346 Class B common shares. These were issued on May 27, 2026 in connection with a July 27, 2023 performance-based restricted stock unit award that covered a three-year performance period ending April 30, 2026.

What stock price was used for Brown-Forman (BF) tax withholding in this Form 4?

The tax withholding obligation was calculated using the May 27, 2026 closing price of BF-B, which was $25.94 per share. That price determined the value of the 607 Class B shares surrendered for withholding.

How many Brown-Forman (BF) shares does Christina M. Graven hold after the transactions?

Following the reported grant and tax-withholding disposition, Graven directly owns 2,469 shares of Brown-Forman Class B common stock. This post-transaction holding reflects both the 1,346-share award and the 607 shares surrendered for withholding.