Form 4: Brown-Forman Director Campbell P. Brown Transfers 390,000 Class B Shares to Indirect Holdings

Campbell P. Brown, a Director at Brown-Forman Corp., reported a transfer of 390,000 Class B Common shares from direct to indirect beneficial ownership via a gift on July 9, 2025.

Summary

• Campbell P. Brown, a Director of Brown-Forman Corp. (BFA, BFB), filed a Form 4 reporting changes in beneficial ownership of Class B Common stock.
• On July 9, 2025, Brown disposed of 390,000 shares of Class B Common stock held directly.
• Concurrently, 390,000 shares of Class B Common stock were acquired indirectly through the '2025 CLAT Class B Common' entity.
• Both the disposition and acquisition transactions were reported with a price of $0, indicating a gift (Transaction Code 'G').
• Following these transactions, Brown directly owns 180,863 Class B Common shares.
• Indirect beneficial ownership includes 390,000 shares via '2025 CLAT Class B Common', and additional shares through various other entities such as 'Brown Barker 2013 LLC', 'CPB 2010 #1 LLC', 'CPB 2010 #2 LLC', 'CPBee Sale 2018 LLC', 'CPBee Endowment 2018 LLC', 'CPBee Charitable 2018 LLC', 'GGB4 2013 Trust', 'Trust FBO Campbell P. Brown', 'Trust FBO Geo Garvin Brown IV (Irrev)', and 'SCB 2020 LLC'.

Sentiment

Score: 6

Explanation: The transaction is a non-market gift/transfer between direct and indirect ownership, which is neutral to slightly positive as it indicates continued beneficial ownership by the insider, rather than a sale that might signal a negative outlook.

Positives

• The transaction represents a transfer of ownership within the insider's beneficial holdings rather than a sale into the open market, which typically does not signal a lack of confidence in the company.
• The shares remain beneficially owned by entities related to the director, indicating continued alignment of interests with the company's performance.

Industry Context

This Form 4 filing details an individual insider transaction and does not provide broader industry context or trends.

Related Party Transactions

• The transfer of 390,000 Class B Common shares was made to '2025 CLAT Class B Common', an indirect beneficial ownership entity. Other indirect holdings are through entities such as 'Brown Barker 2013 LLC', 'CPB 2010 #1 LLC', 'CPB 2010 #2 LLC', 'CPBee Sale 2018 LLC', 'CPBee Endowment 2018 LLC', 'CPBee Charitable 2018 LLC', 'GGB4 2013 Trust', 'Trust FBO Campbell P. Brown', 'Trust FBO Geo Garvin Brown IV (Irrev)', and 'SCB 2020 LLC', which are typically related parties for estate planning or family trusts.

Stakeholder Impact

• Shareholders: Minimal direct impact as the shares are transferred within the insider's beneficial ownership structure and not sold into the open market.
• Employees, Customers, Suppliers, Creditors: No direct impact from this specific transaction.

Key Dates

Keywords

Brown-Forman, BFA, BFB, SEC Form 4, Insider Transaction, Beneficial Ownership, Class B Common Stock, Director, Gift, Estate Planning