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Brown-Forman (BF) director gets stock grant and surrenders shares for tax

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

Rhea-AI Filing Summary

BROWN FORMAN CORP director Farrer Marshall reported compensation-related stock activity involving Class A Common shares. On May 27, 2026, he acquired 4,518 shares issued from a performance-based restricted stock unit award originally granted on July 27, 2023, after a three-year performance period ending April 30, 2026.

To cover withholding obligations tied to this award, he surrendered 2,176 shares of Class A common stock using the $26.72 BF-A closing price on May 27, 2026 to calculate the tax. Following these transactions, he directly owned 6,753 Class A shares, reflecting a routine grant and related tax-withholding disposition rather than open-market trading.

Positive

  • None.

Negative

  • None.
Insider Farrer Marshall
Role null
Type Security Shares Price Value
Grant/Award Class A Common 4,518 $0.00 --
Tax Withholding Class A Common 2,176 $26.72 $58K
Holdings After Transaction: Class A Common — 6,753 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 2,176 shares of Class A common stock. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation.
Tax-withholding shares 2,176 shares Class A Common surrendered on May 27, 2026
Grant shares 4,518 shares Class A Common issued from performance-based RSUs on May 27, 2026
Closing price used $26.72 per share BF-A closing price on May 27, 2026 used for withholding
Post-transaction holdings 6,753 shares Direct Class A Common ownership after transactions
RSU performance period length 3 years Performance period ending April 30, 2026 for July 27, 2023 award
performance-based restricted stock units financial
"in connection with a July 27, 2023, award of performance-based restricted stock units."
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 2,176 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."
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*
Farrer Marshall
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 Common05/27/2026A4,518(1)A$06,753D
Class A Common05/27/2026F2,176(2)D$26.72(3)4,577D
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 2,176 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 Marshall B. Farrer05/29/2026
** 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 Brown-Forman (BF) director Farrer Marshall report?

Farrer Marshall reported a routine stock grant and related tax withholding. He received 4,518 Class A shares from a performance-based RSU award and surrendered 2,176 shares to satisfy associated tax obligations, with no open-market buying or selling involved.

How many Brown-Forman Class A shares did Farrer Marshall acquire in this Form 4?

He acquired 4,518 Class A Common shares. These were issued on May 27, 2026 from a July 27, 2023 performance-based restricted stock unit award that vested after a three-year performance period ending April 30, 2026.

Why did Farrer Marshall surrender 2,176 Brown-Forman shares?

He surrendered 2,176 Class A shares to satisfy withholding obligations on his performance-based RSU award. The company used the May 27, 2026 BF-A closing price of $26.72 per share to calculate the tax-related withholding amount for this compensation event.

What is Farrer Marshall’s Brown-Forman Class A share ownership after these transactions?

After the reported grant and tax withholding, he directly owns 6,753 Class A Common shares. This reflects the net position following receipt of 4,518 shares from the RSU award and surrender of 2,176 shares to cover withholding obligations on May 27, 2026.

Was this Brown-Forman Form 4 a market sale or purchase of shares?

No market sale or purchase occurred. The filing shows a grant of 4,518 Class A shares as compensation and a tax-withholding disposition of 2,176 shares, where shares were surrendered to satisfy tax obligations rather than sold in the open market.

What performance period was tied to Farrer Marshall’s Brown-Forman RSU award?

The performance-based restricted stock unit award had a three-year performance period. It began with the July 27, 2023 grant and ended April 30, 2026, after which the units were issued as 4,518 Class A Common shares on May 27, 2026.