Farrer Marshall 4

What Happened

• Farrer Marshall, a director of Brown‑Forman, was issued 4,518 shares on May 27, 2026 in settlement of performance-based restricted stock units (RSUs) granted July 27, 2023 after a three‑year performance period ended April 30, 2026. The shares were granted at $0.00 (award).
• To satisfy tax withholding on the award, Marshall surrendered 2,176 shares of Class A common stock (a Section 4 transaction coded F) at a closing price of $26.72 on May 27, 2026, which covered about $58,143 in taxes. The award’s approximate market value at that closing price was $120,721.

Key Details

• Transaction date: May 27, 2026. Award: 4,518 shares (code A) @ $0.00. Withholding surrender: 2,176 shares (code F) @ $26.72 = $58,143.
• Shares owned after the transaction: not disclosed in the Form 4.
• Footnotes: the shares stem from a July 27, 2023 performance‑based RSU award with a three‑year performance period ending April 30, 2026; 2,176 shares were surrendered specifically to satisfy withholding; the May 27, 2026 closing price ($26.72) was used to calculate withholding.
• Filing timeliness: Transaction reported on a Form 4 filed May 29, 2026 (two days after the May 27 transaction) — appears timely.

Context

• This was an issuance of vested performance RSUs and a routine cashless tax‑withholding surrender of shares, not an open‑market sale or purchase. Such withholdings are common and generally reflect tax obligations rather than a directional view on the stock.
• Transaction codes: A = Award/Grant; F = Tax withholding (surrender of shares).