Form 4: Brown-Forman Executive Acquires Shares from Performance-Based Restricted Stock Units

Michael E. Carr Jr., EVP, General Counsel, and Secretary of Brown-Forman Corp., reported the acquisition of Class B Common shares stemming from a performance-based restricted stock unit award, alongside a disposition for tax withholding.

Summary

• Michael E. Carr Jr., an Executive Vice President, General Counsel, and Secretary at Brown-Forman Corp. (BFA, BFB), filed a Form 4 detailing recent changes in his beneficial ownership.
• On June 2, 2025, Mr. Carr acquired 225 shares of Class B Common stock at a price of $0, which were issued in connection with a performance-based restricted stock unit (RSU) award granted on July 28, 2022.
• The RSU award was subject to a three-year performance period that concluded on April 30, 2025.
• Concurrently, on June 2, 2025, Mr. Carr disposed of 84 shares of Class B Common stock at a price of $34.84 per share to satisfy tax withholding obligations related to the RSU vesting.
• The closing price of BF-B on April 30, 2025, which was $34.84, was used to calculate the withholding obligation.
• Following these transactions, Mr. Carr directly beneficially owns 249 shares of Class B Common stock.
• Additionally, as of May 29, 2025, Mr. Carr indirectly beneficially owns 411.6865 shares of Class B Common stock through the issuer's 401(k) plan.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates the successful vesting of performance-based awards, suggesting the company met its internal performance targets. The disposition for tax withholding is a neutral, routine event.

Positives

• The vesting of performance-based restricted stock units indicates that the company met certain performance criteria over the three-year period ending April 30, 2025.
• The acquisition of 225 shares by a key executive, even if from an RSU award, increases their direct stake in the company, aligning executive interests with shareholder value.

Negatives

• The disposition of 84 shares for tax withholding purposes reduces the direct beneficial ownership of the executive, although this is a standard practice for RSU vestings.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook. It solely reports past insider transactions related to executive compensation.

Management Comments

• The transactions reflect the vesting of performance-based restricted stock units awarded to Michael E. Carr Jr., EVP, General Counsel, and Secretary, indicating the fulfillment of performance conditions set by the company's compensation plan.

Industry Context

This filing is a routine disclosure of an insider stock transaction, specifically the vesting of performance-based restricted stock units and subsequent tax withholding. Such transactions are common across publicly traded companies as part of executive compensation packages and do not typically reflect broader industry trends or competitive shifts, but rather the execution of pre-established compensation plans.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs aligns executive incentives with shareholder interests, as the awards are tied to company performance. The disclosure provides transparency on executive compensation and stock ownership.
• Employees: This filing pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's compensation philosophy for senior leadership.

Key Dates

Keywords

Brown-Forman, BFA, BFB, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Stock Ownership, Corporate Governance