[Form 4] Brown-Forman Corporation Insider Trading Activity

Rhea-AI Filing Summary

Anavex Life Sciences (Nasdaq: AVXL) filed a $150 million "at-the-market" (ATM) prospectus supplement under its July 2025 shelf. TD Securities (USA) LLC, branded as TD Cowen, will act as sales agent or principal and earn up to 3.0% of gross proceeds. No minimum shares must be sold and funds are not placed in escrow.

At the last reported price of $12.74 (24 Jul 2025), selling the full amount would issue roughly 11.8 million new shares, lifting total shares outstanding from 85.3 million (31 Mar 2025) to a maximum of 97.1 million—about 14% potential dilution. Outstanding equity incentives include 15.7 million options (WAEP $7.19) and 10 k warrants.

Use of proceeds: management retains broad discretion, but intends to channel cash to ongoing R&D—particularly ANAVEX®2-73, ANAVEX®3-71 and other CNS pipeline programs—and general corporate purposes. The supplement reiterates extensive risk factors: continuing losses (-$359 m deficit), financing dependence, regulatory hurdles, IP protection, and competitive pressures.

The ATM strengthens capital flexibility without immediate debt, yet may pressure share price through incremental supply. TD Cowen will be deemed an underwriter; standard indemnities apply. AVXL’s Fast Track and orphan designations remain unchanged.

Positive

• Enhanced capital flexibility: up to $150 million can be raised opportunistically without fixed pricing.
• No debt incurred: financing via equity avoids balance-sheet leverage and interest obligations.

Negative

• Potential ~14% dilution: if the full ATM is utilized, share count could rise from 85.3 m to 97.1 m.
• Broad use-of-proceeds language: lack of specific milestone funding may concern investors about capital efficiency.

Insights

Biotech Equity Analyst

TL;DR — ATM boosts liquidity but adds ~14% dilution; overall neutral near-term valuation impact.

The $150 m ATM gives Anavex a discretionary, lower-cost financing tool critical for long, capital-intensive CNS trials. At the current $12.74 price, proceeds equal ~12 months of historical cash burn, meaning management can pace sales to market windows rather than execute a single discounted raise. Commission at 3% is standard. However, the step-up in share count to 97 m plus 16 m options/warrants compounds dilution risk for existing holders and could cap upside until clinical catalysts arrive. Because use of proceeds is non-specific and Anavex remains pre-revenue with a $359 m deficit, equity financing was expected. Impact is judged neutral: liquidity improves, but shareholder value per-share is modestly eroded.

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).

1. Name and Address of Reporting Person^*

Shepherd Jeremy J

(Last) (First) (Middle)

850 DIXIE HIGHWAY

(Street)

LOUISVILLE KY 40210

(City) (State) (Zip)

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 Marketing

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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
Stock Appreciation Right	$31.15	07/24/2025		A		28,418		05/01/2028	04/30/2035	Class B Common	28,418	$0	28,418	D

Explanation of Responses:

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Jeremy J. Shepherd	07/25/2025
	** 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.

FAQ

How much stock can Anavex (AVXL) sell under the 2025 ATM program?

The company may sell up to $150 million of common stock from time to time through TD Cowen.

What is the potential dilution from the new ATM offering?

If fully executed at $12.74 per share, shares outstanding could rise to 97.1 million, about 14% higher than the 85.3 million shares outstanding on 31 Mar 2025.

What commission will TD Cowen receive for ATM sales?

TD Cowen is entitled to up to 3.0% of the gross sales price of shares sold under the agreement.

How does Anavex plan to use the ATM proceeds?

Proceeds will fund research and clinical development of existing or additional product candidates and provide working capital for general corporate purposes.

Where is Anavex’s common stock listed?

Shares trade on The Nasdaq Capital Market under the ticker “AVXL”.