Brown-Forman Form 4: CFO gets 75k stock appreciation rights

Rhea-AI Filing Summary

Brown-Forman (BF) filed a Form 4 disclosing that EVP & CFO Leanne D. Cunningham received a stock appreciation right (SAR) covering 75,105 Class B shares on 07/24/2025. The SAR carries an exercise price of $31.15, becomes exercisable on 05/01/2028, and expires on 04/30/2035. No common shares were bought or sold; the filing records only the new derivative grant. After the award, Cunningham directly holds 75,105 derivative securities and no change is reported for her non-derivative ownership. The transaction appears to be routine long-term incentive compensation and does not materially affect Brown-Forman’s share count or control structure.

Positive

• Equity-based incentive aligns CFO interests with shareholders
• No insider selling; signals management retention and stability

Negative

• Incremental dilution if SARs are exercised, albeit immaterial

Insights

Financial Analyst

TL;DR: Routine equity grant; neutral impact, minor dilution risk.

The Form 4 shows a single SAR grant to the CFO, typical for executive incentives. With 75,105 underlying shares (~0.02 % of BF’s ~480 m diluted shares), potential dilution is immaterial. No disposals suggest management confidence and retention. Investors should view the filing as neutral; it neither signals insider buying nor selling.

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

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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^*

Cunningham Leanne D

(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 Financial Officer

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		75,105		05/01/2028	04/30/2035	Class B Common	75,105	$0	75,105	D

Explanation of Responses:

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Leanne D. Cunningham	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 did Brown-Forman (BF) report in this Form 4?

The company granted CFO Leanne D. Cunningham a 75,105-unit SAR at a $31.15 strike price.

Were any Brown-Forman shares bought or sold?

No. The filing records only a derivative grant; no common shares were transacted.

When can the CFO exercise the SAR?

The SAR becomes exercisable on 05/01/2028 and expires on 04/30/2035.

How large is the potential dilution from this grant?

75,105 shares represent roughly 0.02 % of Brown-Forman’s outstanding shares, a minimal impact.

Does the filing indicate insider sentiment?

Because it is a routine compensation award with no share sales, insider sentiment appears neutral.