[Form 4] Brown-Forman Corporation Insider Trading Activity

Rhea-AI Filing Summary

On 25 July 2025 Chemomab Therapeutics (CMMB) entered a Sales Agreement with LifeSci Capital enabling an “at-the-market” (ATM) issuance of American Depositary Shares (ADSs) valued at up to $7.26 million. Each ADS equals 20 ordinary shares and the offering is covered by the Company’s Form F-3 shelf registration (File No. 333-275002).

LifeSci, acting as agent, may sell ADSs on Nasdaq or through other permitted methods, in line with Chemomab’s price, timing or size parameters. Chemomab will pay a 3 % cash commission on gross proceeds and has granted customary indemnification. Neither party is obligated to consummate any sales, and the agreement may be terminated according to its terms.

The facility provides flexible, incremental access to capital but any shares issued would increase the float and may dilute existing holders. No assurance is given regarding the timing, pricing or total amount ultimately sold.

• Sales Agreement filed as Exhibit 10.1
• Legal opinion (Exhibit 5.1) and related consent (Exhibit 23.1) included

Positive

• Flexible capital access: Up to $7.26 million can be raised when market conditions are favorable, avoiding a full public offering.
• Issuer discretion: Chemomab is not required to sell ADSs and can halt the program to limit dilution.

Negative

• Dilution risk: Issuing new ADSs will expand the share base and could reduce per-share values for current holders.
• Potential price pressure: Ongoing ATM sales may create an overhang, weighing on trading prices.

Insights

Financial Analyst

TL;DR: Small ATM adds optional funding; modest dilution risk; overall neutral impact for investors.

The $7.26 million ceiling is limited, suggesting Chemomab seeks incremental liquidity rather than a transformative raise. An ATM structure minimizes underwriting expense and market-timing risk while keeping control over sale cadence. The 3 % commission aligns with typical micro-cap terms. Because sales are discretionary, the company can suspend activity if trading levels weaken. Conversely, continuous issuance could create a stock overhang and per-share dilution, though the absolute amount is not large. No use-of-proceeds detail is provided. Given the balance of funding flexibility versus dilution, the disclosure appears neutral in investment significance.

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^*

Brown Elizabeth M

(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)

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

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
Deferred Stock Units	(1)	07/24/2025		A		7,602.7176		(2)	(2)	Class A Common	7,602.7176	$0	12,844.5319	D

Explanation of Responses:

1. Under the Brown-Forman Corporation Amended and Restated Non-Employee Director Deferred Stock Unit Program, each DSU represents the right to receive one share of the Company's Class A stock. Grants made on July 24, 2025, were based on the closing price of the Company's Class A common stock on that date ($30.91). On each dividend payment date, participants are credited with DSU equivalents, and the DSU total on this form has been updated to reflect such credits.

2. Annual grants of DSUs vest over the course of the Board year. DSUs are paid out in Class A common stock on the first February 1 that is at least six months following the director's termination from Board service.

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Elizabeth M. Brown	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

What is the size of Chemomab Therapeutics' (CMMB) new ATM offering?

The Sales Agreement allows sales of ADSs for aggregate gross proceeds of up to $7,258,687.

How many ordinary shares does each CMMB ADS represent?

Each ADS equals 20 ordinary shares of Chemomab Therapeutics.

What commission will Chemomab pay LifeSci Capital under the agreement?

LifeSci Capital will receive a 3 % cash commission on gross proceeds from any ADS sales.

Is Chemomab obligated to sell ADSs through the ATM program?

No. The company may, but is not required to, sell ADSs and can terminate the agreement as permitted.

Where can the ADSs be sold under the ATM agreement?

Sales may occur on or through the Nasdaq Capital Market, in negotiated transactions, or by any method allowed by law.

Which SEC registration statement covers these ADSs?

The ADSs are registered under Chemomab's shelf Form F-3, File No. 333-275002.