Brown-Forman (NYSE: BF) CEO logs RSU share vesting and tax withholding

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BROWN FORMAN CORP President & CEO Lawson E. Whiting reported compensation-related equity activity in Class A common stock. On May 27, 2026, he acquired 36,389 shares at no cost 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 vesting, he surrendered 16,494 Class A shares, with the obligation calculated using the May 27, 2026 BF-A closing price of $26.72 per share. A separate entry reflects 3.13 shares held through the company’s dividend reinvestment plan as of May 29, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Whiting Lawson E

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common	36,389	$0.00	--
Tax Withholding	Class A Common	16,494	$26.72	$441K
holding	Class A Common	--	--	--

Holdings After Transaction: Class A Common — 43,407 shares (Direct, null); Class A Common — 3.13 shares (Indirect, DRIP)

Footnotes (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 16,494 shares of Class A common stock. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation. Number of shares acquired through the issuer's dividend reinvestment plan as of May 29, 2026.

Key Figures

RSU shares vested: 36,389 shares Shares surrendered for taxes: 16,494 shares Withholding price: $26.72 per share +3 more

6 metrics

RSU shares vested 36,389 shares Performance-based restricted stock units issued as shares on May 27, 2026

Shares surrendered for taxes 16,494 shares Class A common shares surrendered to satisfy withholding obligations

Withholding price $26.72 per share Closing price of BF-A on May 27, 2026 used to calculate withholding

Direct holdings after tax disposition 26,913 shares Total Class A shares following the tax-withholding transaction

Direct holdings after grant entry 43,407 shares Total Class A shares following the grant/award acquisition entry

DRIP shares 3.13 shares Class A shares acquired through dividend reinvestment plan as of May 29, 2026

Key Terms

performance-based restricted stock units, withholding obligations, dividend reinvestment plan, Class A common stock

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"

dividend reinvestment plan financial

"Number of shares acquired through the issuer's dividend reinvestment plan as of May 29, 2026."

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

Class A common stock financial

"the reporting person surrendered 16,494 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.

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 04:59 PM

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^*

Whiting Lawson E

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common	05/27/2026		A		36,389⁽¹⁾	A	$0	43,407	D
Class A Common	05/27/2026		F		16,494⁽²⁾	D	$26.72⁽³⁾	26,913	D
Class A Common								3.13⁽⁴⁾	I	DRIP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 16,494 shares of Class A common stock.

3. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation.

4. Number of shares acquired through the issuer's dividend reinvestment plan as of May 29, 2026.

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Lawson E. Whiting	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BF President & CEO Lawson Whiting report?

Lawson Whiting reported vesting of performance-based restricted stock units into 36,389 Class A shares and surrender of 16,494 shares for tax withholding. These are compensation and tax-related entries, not open-market purchases or sales of Brown-Forman (BF) stock.

Was Lawson Whiting buying or selling BF shares in the open market?

No open-market buys or sells were reported. The Form 4 shows an award of 36,389 Class A shares from performance-based restricted stock units and 16,494 shares surrendered to satisfy tax withholding, which is a non-market disposition, not a discretionary sale of Brown-Forman (BF) shares.

What is the size of the equity award reported by BF CEO Lawson Whiting?

The filing reports 36,389 Class A common shares issued on May 27, 2026 from a July 27, 2023 performance-based restricted stock unit award. The award covered a three-year performance period ending April 30, 2026, and was delivered in shares at the end of that period.

How many BF shares were used to cover Lawson Whiting’s tax obligations?

The CEO surrendered 16,494 Class A shares to satisfy withholding obligations tied to the performance-based restricted stock units that vested into shares on May 27, 2026. The company used the May 27, 2026 BF-A closing price of $26.72 to calculate the withholding amount.

What does the dividend reinvestment plan entry mean for BF stock?

The filing shows 3.13 Class A shares held via Brown-Forman’s dividend reinvestment plan as of May 29, 2026. This reflects small incremental share accumulation from reinvested dividends rather than active trading, and is recorded as an indirect ownership position for Lawson Whiting.

Are the insider transactions in this BF Form 4 routine compensation events?

Yes, the entries reflect routine compensation and tax events. Performance-based restricted stock units from a 2023 grant vested into 36,389 shares, and 16,494 shares were surrendered for withholding. Such grant-and-withhold patterns are common in executive equity compensation for Brown-Forman (BF).