Brown-Forman (BF) EVP Michael Carr reports RSU share grant and tax withholding
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 366 shares
Net Buy
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)
- 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.
- 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.
- F3. The closing price of BF-B on May 27, 2026, was used to calculate the withholding obligation.
- 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"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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 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.