Brown-Forman EVP records RSU share issuance, tax withholding

BROWN FORMAN CORP executive Timothy M. Nall reported routine equity compensation activity.

Rhea-AI Filing Summary

BROWN FORMAN CORP executive Timothy M. Nall reported routine equity compensation activity. On May 27, 2026, he received 3,010 shares of Class A Common as shares issued from a July 27, 2023 award of performance-based restricted stock units after a three-year performance period ending April 30, 2026.

To cover tax withholding obligations from this award, he surrendered 1,065 Class A shares valued at $26.72 per share, based on the May 27, 2026 closing price. Following these transactions, he directly holds 3,050 Class A shares and indirectly holds 36 Class A shares through a Family Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Nall Timothy M

Role EVP, Chief Supp/Tech

Type	Security	Shares	Price	Value
Grant/Award	Class A Common	3,010	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common	1,065	$26.72	$28K
holding	Class A Common	--	--	--

Holdings After Transaction: Class A Common — 3,050 shares (Direct); Class A Common — 36 shares (Indirect, Family Trust)

Footnotes (3)

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 1,065 shares of Class A common stock.
3. F3. The closing price of BF-A on May 27, 2026, was used to calculate the withholding obligation.

Key Figures

RSU shares issued: 3,010 shares Shares surrendered for taxes: 1,065 shares Tax calculation share price: $26.72 per share +5 more

8 metrics

RSU shares issued 3,010 shares Performance-based restricted stock units issued as shares on May 27, 2026

Shares surrendered for taxes 1,065 shares Surrendered to satisfy withholding obligations on May 27, 2026

Tax calculation share price $26.72 per share Closing price of BF-A on May 27, 2026 used for withholding

Direct holdings after transactions 3,050 shares Class A Common directly owned following Form 4 transactions

Indirect holdings after transactions 36 shares Class A Common held indirectly through a Family Trust

Performance period length 3 years RSU award performance period ending April 30, 2026

Award grant date July 27, 2023 Grant date of performance-based restricted stock unit award

Share issuance date May 27, 2026 Date RSUs were issued as Class A shares

Key Terms

performance-based restricted stock units, withholding obligations, Family Trust, tax-withholding disposition, +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.

withholding obligations financial

"To satisfy withholding obligations associated with the July 27, 2023, award"

Family Trust financial

"total_shares_following_transaction": "36.0000", "direct_or_indirect": "I", "nature_of_ownership": "Family Trust""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition", "transaction_code_description""

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.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

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

What did BF executive Timothy Nall report in this Form 4 for Brown-Forman (BF)?

Timothy Nall reported the issuance of Class A shares from a performance-based restricted stock unit award and related tax withholding. These transactions reflect routine equity compensation mechanics rather than open-market buying or selling of Brown-Forman stock.

How many Brown-Forman (BF) shares did Timothy Nall receive and at what cost?

He acquired 3,010 Class A Common shares at a stated transaction price of $0.00 per share. The shares were issued upon settlement of a July 27, 2023 performance-based restricted stock unit award after a three-year performance period.

How many Brown-Forman (BF) shares were used for tax withholding in this filing?

A total of 1,065 Class A shares were surrendered to satisfy withholding obligations. The withholding amount was calculated using the May 27, 2026 closing price of BF-A, which the filing lists as $26.72 per share.

What are Timothy Nall’s Brown-Forman (BF) shareholdings after these transactions?

After the reported transactions, he directly owns 3,050 shares of Class A Common and indirectly owns 36 Class A shares through a Family Trust. These positions show his ongoing equity stake in Brown-Forman following the RSU vesting and tax withholding.

What is the origin of the shares issued to Timothy Nall in this Brown-Forman (BF) Form 4?

The 3,010 shares were issued on May 27, 2026 in connection with a July 27, 2023 award of performance-based restricted stock units. That award carried a three-year performance period ending April 30, 2026, after which the units converted into shares.

Does this Brown-Forman (BF) Form 4 show open-market buying or selling by Timothy Nall?

No open-market purchases or sales are reported. The filing shows an award-related share issuance and a tax-withholding disposition, where shares were surrendered to cover withholding obligations, not sold in the market for investment purposes.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/29/2026 - 04:54 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
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^*

Nall Timothy 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Supp/Tech

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 A Common	05/27/2026		A		3,010(1)	A	$0	4,115	D
Class A Common	05/27/2026		F		1,065(2)	D	$26.72(3)	3,050	D
Class A Common								36	I	Family Trust

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 1,065 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 Timothy M. Nall	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)