Form 4: Brown-Forman Executive Receives Performance-Based Stock Award, Sells Shares for Tax Withholding

Brown-Forman's EVP/President of Americas, Michael Andrew Masick, acquired 286 shares of Class B Common Stock from a performance-based restricted stock unit award and subsequently sold 88 shares to cover tax obligations.

Summary

• Michael Andrew Masick, EVP/President, Americas at Brown-Forman Corp, reported transactions involving Class B Common Stock.
• On June 2, 2025, Mr. Masick acquired 286 shares of Class B Common Stock.
• These shares were issued in connection with a performance-based restricted stock unit award granted on July 28, 2022.
• The award was subject to a three-year performance period that concluded on April 30, 2025.
• To satisfy tax withholding obligations associated with this award, Mr. Masick surrendered 88 shares of Class B Common Stock.
• The shares surrendered for withholding were valued at $34.84 per share, based on the closing price of BF-B on April 30, 2025.
• Following these transactions, Mr. Masick beneficially owns 884 shares of Class B Common Stock.

Sentiment

Score: 7

Explanation: The transaction reflects the vesting of performance-based equity awards, indicating the achievement of company performance targets. The subsequent sale of shares is a routine event for tax withholding purposes.

Positives

• The issuance of 286 shares indicates the successful achievement of performance targets for the restricted stock units awarded in 2022.
• The performance-based nature of the award aligns executive incentives with the company's long-term performance.

Negatives

• The disposition of 88 shares, while for tax purposes, results in a slight reduction of the executive's direct ownership.

Future Outlook

N/A

Management Comments

• "These shares were issued on June 2, 2025, in connection with a July 28, 2022, award of performance-based restricted stock units. The award was subject to a three-year performance period, which ended April 30, 2025."
• "To satisfy withholding obligations associated with the July 28, 2022, award of performance-based restricted stock units that were issued as shares on June 2, 2025, the reporting person surrendered 88 shares of Class B common stock."
• "The closing price of BF-B on April 30, 2025, was used to calculate the withholding obligation."

Industry Context

N/A

Stakeholder Impact

• Shareholders: Indicates executive compensation is tied to performance, potentially aligning interests. The slight reduction in direct ownership due to tax withholding is a common occurrence.

Key Dates

Keywords

Brown-Forman, BFA, BFB, Michael Masick, SEC Form 4, insider transaction, stock award, restricted stock units, executive compensation, share disposition, tax withholding