Brown Advisory Files 13G/A Showing 6.46M Shares (94.2%) of ETF
Rhea-AI Filing Summary
Brown Advisory entities filed an amended Schedule 13G reporting combined beneficial ownership of 6,455,729 shares of the Brown Advisory Sustainable Value ETF (CUSIP 00775Y264), representing 94.2% of the class. The filing lists four reporting persons—Brown Advisory Inc., Brown Advisory LLC, Brown Investment Advisory & Trust Co. and Signature Financial Management, Inc.—with detailed voting and dispositive power amounts for each. Brown Advisory Inc. reports 6,194,666 shares of sole voting power and 6,443,622 shares of shared dispositive power; Brown Advisory LLC reports 5,959,402 shares of sole voting power and shared dispositive power. The filing states these shares are held by investment companies and managed accounts of direct/indirect subsidiaries of Brown Advisory Inc.
Positive
- Clear disclosure of ownership: The filing provides detailed, itemized ownership, voting and dispositive power figures for each reporting person.
- Parent/subsidiary reporting: Brown Advisory Inc. explicitly files on behalf of subsidiaries, clarifying the reporting structure and basis for aggregated ownership.
Negative
- Extremely concentrated ownership: The reporting persons collectively hold 94.2% of the class, indicating very low public float and potential liquidity constraints.
- Control concentration risk: A small set of related entities holds the vast majority of voting and dispositive power, which may centralize decision-making.
Insights
TL;DR: Reporting persons control an overwhelming majority (94.2%) of the ETF shares, a materially significant ownership concentration.
The filing documents that Brown Advisory-related entities collectively beneficially own 6,455,729 shares, equal to 94.2% of the Brown Advisory Sustainable Value ETF. Such a high ownership percentage is unusually concentrated for an ETF share class and is material because it effectively centralizes voting and disposition influence among the reporting parties. The breakdown shows most voting power concentrated with Brown Advisory Inc. and Brown Advisory LLC. This concentration could affect shareholder votes, liquidity of the free float, and potential corporate actions because a small group holds near-total economic and voting exposure reported here.
TL;DR: Governance implications are significant: a few related entities exercise dominant voting and disposition influence over the ETF.
The Schedule 13G/A indicates that related Brown Advisory entities collectively exercise substantial control over the Brown Advisory Sustainable Value ETF, with line-item details on sole and shared voting and dispositive powers. The filing also clarifies the holdings are on behalf of investment companies and managed accounts of subsidiaries, and that Brown Advisory Inc. is filing for those subsidiaries under parent/holding company rules. From a governance perspective, this concentration warrants attention to how votes are coordinated and disclosed, and suggests related-party alignment across managed accounts.