Carr Michael E Jr 4

What Happened

• Michael E. Carr Jr., EVP, General Counsel and Secretary of Brown‑Forman, was issued 611 shares on May 27, 2026 as the settlement of a July 27, 2023 performance‑based restricted stock unit award (code A). To satisfy tax withholding on that issuance, he surrendered 245 Class B shares (code F), generating $6,355 in withheld value (245 × $25.94, the BF‑B close on May 27, 2026).
• The primary action is receipt of an award (not an open‑market purchase); the surrender of shares was a tax withholding disposition rather than a market sale for investment reasons.

Key Details

• Transaction dates: May 27, 2026 (award issued and shares surrendered).
• Transactions reported: 611 shares issued (Award, code A); 245 shares surrendered for withholding (Tax withholding, code F) at $25.94 per share, total $6,355 withheld.
• Shares owned after transaction: not disclosed in this filing.
• Footnotes of note:
  • Award stems from a July 27, 2023 performance‑based RSU grant with a three‑year performance period ending April 30, 2026 (F1).
  • 245 shares were surrendered specifically to satisfy withholding obligations (F2); the BF‑B closing price on May 27, 2026 was used to calculate withholding (F3).
  • A separate footnote references shares acquired through the issuer’s 401(k) plan as of May 28, 2026 (F4), but no quantity is stated in the form.
• Filing timeliness: Form filed May 29, 2026 for May 27 transactions — appears timely.

Context

• This was a settlement of performance RSUs (awarded shares), not an open‑market trade; the surrender of shares was for tax withholding (common and routine when RSUs vest/settle).
• Such filings document compensation and withholding activity and do not necessarily indicate the insider’s view on the company’s stock.