Brown-Forman EVP reports stock grant and tax withholding

BROWN FORMAN CORP executive Michael E. Carr Jr., EVP, General Counsel and Secretary, reported routine equity compensation and related tax withholding in Class B common stock.

Rhea-AI Filing Summary

BROWN FORMAN CORP executive Michael E. Carr Jr., EVP, General Counsel and Secretary, reported routine equity compensation and related tax withholding in Class B common stock.

On May 27, 2026, he acquired 611 Class B Common shares at $0.00 per share as a grant connected to a July 27, 2023 award of performance-based restricted stock units that followed a three-year performance period ending April 30, 2026. To satisfy withholding obligations for this award, he surrendered 245 Class B Common shares at a value based on the $25.94 closing price of BF-B on May 27, 2026. After these transactions, his direct holdings in Class B Common were 615 shares, and he also held 425.7987 shares through the company’s 401(k) plan as of May 28, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Carr Michael E Jr

Role EVP, General Counsel,Secretary

Type	Security	Shares	Price	Value
Grant/Award	Class B Common	611	$0.00	$0.00
Exercise Price or Tax Liability	Class B Common	245	$25.94	$6K
holding	Class B Common	--	--	--

Holdings After Transaction: Class B Common — 615 shares (Direct); Class B Common — 425.7987 shares (Indirect, 401(k))

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 245 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. Number of shares acquired through the issuer's 401(k) plan as of May 28, 2026.

Key Figures

Equity grant: 611 shares Class B Common at $0.00 Tax-withholding shares: 245 shares Class B Common Withholding reference price: $25.94 per share +3 more

6 metrics

Equity grant 611 shares Class B Common at $0.00 Grant/award acquisition on May 27, 2026

Tax-withholding shares 245 shares Class B Common Shares surrendered to satisfy withholding on May 27, 2026

Withholding reference price $25.94 per share Closing price of BF-B on May 27, 2026 used for tax calculation

Direct holdings after transactions 860 shares Class B Common Direct ownership following reported May 27, 2026 transactions

401(k) holdings 425.7987 shares Class B Common Held through issuer’s 401(k) plan as of May 28, 2026

Tax withholding shares count 245 shares TaxWithholdingShares in transaction summary

Key Terms

performance-based restricted stock units, three-year performance period, tax-withholding disposition, 401(k) plan, +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" with transaction code F for 245.0000 shares"

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.

401(k) plan financial

"Number of shares acquired through the issuer's 401(k) plan as of May 28, 2026"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Class B Common financial

"security_title: "Class B Common" for all reported non-derivative transactions"

FAQ

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

What insider transactions did BF executive Michael E. Carr Jr. report?

Michael E. Carr Jr. reported receiving 611 Class B Common shares as an equity grant and surrendering 245 shares to cover tax withholding. These transactions are tied to earlier performance-based restricted stock units that vested after a three-year performance period.

How many Brown-Forman (BF) shares did Michael E. Carr Jr. receive as compensation?

He received 611 Class B Common shares at $0.00 per share as a grant. The shares were issued on May 27, 2026, in connection with a July 27, 2023 performance-based restricted stock unit award after its three-year performance period ended.

Why did Michael E. Carr Jr. surrender 245 Brown-Forman shares in this Form 4?

He surrendered 245 Class B Common shares to satisfy withholding obligations related to the vested performance-based restricted stock units. The withholding amount was calculated using the $25.94 closing price of BF-B on May 27, 2026, as described in the footnotes.

What are Michael E. Carr Jr.’s Brown-Forman share holdings after these transactions?

Following the reported transactions, he directly held 860 Class B Common shares. In addition, he held 425.7987 Class B Common shares through Brown-Forman’s 401(k) plan as of May 28, 2026, reflecting accumulated plan holdings.

How are Brown-Forman (BF) performance-based restricted stock units described in this filing?

The filing describes a July 27, 2023 award of performance-based restricted stock units with a three-year performance period ending April 30, 2026. Upon completion of this period, the units were issued as Class B Common shares on May 27, 2026.

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

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Accepted by SEC EDGAR 05/29/2026 - 05:27 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
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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^*

Carr Michael E Jr

(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, General Counsel,Secretary

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	860	D
Class B Common	05/27/2026		F		245(2)	D	$25.94(3)	615	D
Class B Common								425.7987(4)	I	401(k)

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 245 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. Number of shares acquired through the issuer's 401(k) plan as of May 28, 2026.

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Michael E. Carr, Jr.	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)