[Form 4] Brown-Forman Corporation Insider Trading Activity

Rhea-AI Filing Summary

Kazia Therapeutics (KZIA) filed a Form 6-K announcing an at-the-market (ATM) equity program with Rodman & Renshaw. The facility permits issuance of up to US$1.9 million in American Depositary Shares (each ADS = 500 ordinary shares) under an effective F-3 shelf. Rodman will act as sales agent on a commercially-reasonable-efforts basis for up to 3% commission; Kazia sets daily share limits, price floors and may end the agreement with 10-days’ notice.

Net proceeds are earmarked for general corporate purposes, including R&D, working capital and potential asset acquisitions. While the agreement adds funding flexibility, any ADS issuance will dilute existing holders.

The 6-K adds supplemental risk factors outlining regulatory and combination-therapy uncertainties for lead candidate Paxalisib and other pipeline assets.

Governance update: on 20 Dec 2024, CEO John Friend resigned from the board and as managing director to focus on his chief executive duties; the remaining four directors are independent.

Insights

Financial Analyst

TL;DR: Small ATM raises liquidity but signals capital need; dilution risk offsets flexibility.

The US$1.9 M ATM represents roughly one quarter of Kazia’s FY24 cash burn, so it extends runway only modestly. A 3% selling commission is in-line with micro-cap biotech norms. Because shares are issued at-market, pricing risk is limited, yet incremental dilution is certain if the program is fully used. Management retains discretion on timing, avoiding a single deep discount placement. Supplemental risk disclosures reiterate the binary nature of Paxalisib and emphasize multi-jurisdictional regulatory complexity—no new red flags but a reminder of execution risk. Overall, neutral credit impact; equity holders face mild dilution.

Corporate Governance Expert

TL;DR: Board independence improves as CEO exits board; oversight balance strengthened.

John Friend’s departure from the board leaves four wholly independent directors, aligning with best-practice governance for small biotech issuers and mitigating concerns over CEO dominance. Because Friend remains CEO, institutional knowledge is preserved. No disagreement was noted, reducing potential governance overhang. Termination rights in the ATM (10-day notice, material-adverse-change clause) protect the company, and customary indemnities are standard. Impact on governance risk profile is slightly positive.

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^*

Peterson Crystal L

(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 Incl/Global Comm

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		10,150		05/01/2028	04/30/2035	Class B Common	10,150	$0	10,150	D

Explanation of Responses:

Remarks:

	Karleen M. Finnegan, Attorney in Fact for Crystal L. Peterson	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 can Kazia Therapeutics (KZIA) raise through the new ATM program?

The agreement permits sales of up to US$1,906,196 in American Depositary Shares.

What commission will Rodman & Renshaw receive for selling KZIA ADSs?

Rodman will earn up to 3% of gross proceeds from any ADS sales.

How will Kazia use the net proceeds from the ATM offering?

Proceeds are earmarked for general corporate purposes, including R&D, working capital and potential acquisitions.

Will the ATM program dilute existing KZIA shareholders?

Yes. Any ADSs issued under the program will increase the share count and dilute current holders’ ownership.

What governance change was disclosed in the 6-K filing?

CEO John Friend resigned from the board on 20 Dec 2024; the board is now composed solely of independent directors.

What new risk factors did Kazia highlight?

The filing emphasizes regulatory uncertainty and risks tied to developing combination therapies like Paxalisib.