BROWN FORMAN CORP SEC Filings

Brown-Forman Corporation announced that it and Pernod Ricard have terminated discussions about a potential business combination after the parties were unable to reach mutually agreeable terms. No transaction was signed, and Brown-Forman will continue operating independently.

The company reaffirmed its focus on creating long-term value by advancing existing strategic and operational plans. Priorities include expanding its geographic footprint, building brands that resonate with consumers, and improving operational efficiency. Brown-Forman highlights its global spirits portfolio and presence in more than 170 countries as it pursues these goals.

Brown-Forman EVP and CFO James W. Peters received a grant of 8,992 stock appreciation rights. These derivative awards were granted at an exercise price of $28.40 per share and relate to 8,992 shares of Class B common stock. The rights become exercisable on May 1, 2028 and expire on April 30, 2035. Following this grant, his reported holdings of these stock appreciation rights total 8,992 units held directly.

BROWN FORMAN CORP filed an initial insider ownership report on Form 3 for James W. Peters, who serves as Executive Vice President and Chief Financial Officer. The filing lists him as a reporting person but shows no reported transactions or holdings at this time.

Brown-Forman Corp received an Amendment No. 13 Schedule 13G/A from The Vanguard Group reporting 0 shares beneficially owned of Common Stock, representing 0% of the class. The filing states Vanguard completed an internal realignment on January 12, 2026 and will report certain subsidiaries separately in reliance on SEC Release No. 34-39538. The amendment is signed by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.

Brown-Forman Corporation has elected Jim (James) W. Peters as Executive Vice President and Chief Financial Officer, effective March 31, 2026. He will become the company’s principal financial officer and join the senior executive team, reporting to President and CEO Lawson Whiting.

Peters succeeds Leanne D. Cunningham, who will retire effective May 1, 2026, allowing for a short transition period. He brings extensive experience from Whirlpool Corporation, where he served as Executive Vice President, Chief Financial and Administrative Officer and most recently led enterprise transformation initiatives.

His compensation package includes an annual base salary of $825,000, a holiday bonus of $17,160, target short-term incentive of $825,000, and target long-term incentive of $2,400,000. He will also receive a one-time RSU award valued at $900,000 plus prorated equity awards with grant date values of $66,000 and $134,000, vesting over multiple years.

Brown-Forman Corporation has filed a shelf registration on March 9, 2026 to register debt securities to be offered "from time to time after the effective date of this registration statement." The prospectus covers both senior and subordinated unsecured debt and incorporates by reference Brown-Forman’s SEC reports.

The prospectus states net proceeds will be used for general corporate purposes including working capital, capital expenditures, acquisitions, repayment of borrowings, and share repurchases; specific terms, underwriters, offering amounts, and interest rates will appear in future prospectus supplements.

Brown-Forman Corporation reported mixed fiscal 2026 results but reaffirmed its full-year outlook. For the third quarter ended January 31, 2026, net sales rose 2% to $1.1 billion, operating income increased 21% to $340 million, and diluted EPS edged up 1% to $0.58.

For the first nine months, net sales declined 2% to $3.0 billion, operating income was flat at $905 million, and diluted EPS fell 8% to $1.41, hurt by the absence of a prior-year investment gain and lower non‑branded and bulk sales. Growth came from Emerging markets, Travel Retail, whiskey and ready‑to‑drink brands, while the end of the Korbel Champagne relationship and softer U.S. and Developed International markets weighed on results.

Gross margin expanded to 59.9% and operating margin to 30.0%, supported by portfolio changes, lower restructuring costs, and cost controls. Cash flow from operations increased to $709 million and free cash flow to $628 million. The company completed a $400 million share repurchase program, declared a $0.2310 quarterly dividend, and continues to expect low‑single‑digit declines in organic net sales and operating income, with capital spending of $110–$120 million and an effective tax rate of about 19%–21%.

Brown-Forman Corporation’s President and CEO Lawson E. Whiting sold Class A shares in a planned transaction. On February 12, 2026, he executed an open-market sale of 25,915 shares of Class A common stock at a weighted average price of $31.01 per share, under a Rule 10b5-1 trading plan dated March 31, 2025.

After this sale, Whiting directly held 7,018 Class A shares and also had 3.11 Class A shares held indirectly through the company’s dividend reinvestment plan as of February 12, 2026.

FMR LLC, with related reporting by Abigail P. Johnson, reports beneficial ownership of 25,653,041.71 shares of Brown‑Forman Corp Class B common stock, representing 8.7% of the class as of the reporting date.

FMR LLC holds sole voting power over 13,104,455.78 shares and sole dispositive power over all 25,653,041.71 shares, with no shared voting or dispositive power. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Brown‑Forman.