DEF 14A of Brown Forman Corp, Jun 18, 2026

DEF 14A of Brown Forman Corp

Filed Jun 18, 2026 · FY20260001193125-26-275853

Open on EDGAR

  1. Important Notice Regarding Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on July 23, 2026

    | 50 | Compensation Tables | | | | 50 | Summary Compensation | | | 52 | Grants of Plan-Based Awards | | | 53 | Outstanding Equity Awards | | | 55 | Option Exercises and Stock Vested | | | 55 | Pension Benefits | | | 58 | Non-Qualified Deferred Compensation | | | 59 | Potential Payments Upon Termination or Change in Control | | 62 | Stock Ownership | | | 64 | Pay Ratio Disclosure | | | 65 | Pay Versus Performance | | | 67 | Stock Option Grant Disclosure | | | 68 | Audit Matters | | | 70 | Other Information | | | 71 | Appendix A: | | | | Non-GAAP Financial Measures | |

  2. Our Director Nominees to the Board

    Our Director Nominees to the Board Our Board of Directors is asking the holders of the Company’s Class A common stock to vote on the election of the eleven director nominees named below. Each director nominee was recommended by the Corporate Governance and Nominating Committee and nominated by the Board of Directors. You can find more details about each director nominee’s experience, qualifications, attributes, and skills under “Proposal 1: Election of Directors” beginning on page 20.

  3. Our Director Nominees to the Board

    | BOARD NOMINEES | COMMITTEE MEMBERSHIP AS OF APRIL 30, 2026 | | | | | | | Nominee Name & Occupation | Director Since | Director Category | Audit | Comp | Corp Gov & Nom | Exec | | Campbell P. Brown Former Chairman of the Board and former Executive Officer, Brown-Forman Corporation | 2016 | BF | | | | | | Elizabeth M. Brown Former President, Dendrifund, Inc. | 2023 | BF | | | | | | Mark A. Clouse President, Washington Commanders | 2022 | I | | ● | | | | Marshall B. Farrer Chairman of the Board and former Executive Vice President, Chief Strategic Growth Officer, Brown-Forman Corporation | 2016 | BF | | | ● | C | | W. Austin Musselman, Jr. Managing Member, White Oak Investments LLC, and Owner and Manager, Ashbourne Farms | 2024 | BF | | | | | | Michael J. Roney Retired Chief Executive Officer, Bunzl plc | 2014 | I | C | | ● | | | Jan E. Singer Former Chief Executive Officer, J.Crew | 2022 | I | | C | ● | | | Tracy L. Skeans Chief Operating Officer and Chief People & Culture Officer, Yum! Brands, Inc. | 2018 | I | | ● | C | | | Elizabeth A. Smith Executive Chair, Revlon Group Holdings LLC | 2023 | I | ● | | | | | Michael A. Todman Retired Vice Chairman, Whirlpool Corporation | 2014 | I | ● | | ● | ● | | Lawson E. Whiting President and Chief Executive Officer, Brown-Forman Corporation | 2018 | M | | | | ● |

  4. Our Director Nominees to the Board

    BF=Brown Family Director M=Management Director I=Independent Director C=Committee Chair ●=Committee Member

  5. Our Director Nominees to the Board

    | “Our theme this year, ‘In our own words,’ reflects our steadfast commitment to authenticity as we balance our deep heritage with the innovation required to lead an evolving industry. Driven by bold route-to-consumer transformations, meaningful innovation, and an exceptionally talented team, we delivered performance near the top of our industry. We move into a new fiscal year as a more agile, resilient organization, focused on executing with excellence to drive long-term shareholder value.” — Lawson E. Whiting, President and Chief Executive Officer | |

  6. Our Director Nominees to the Board

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 7 |

  7. Our Board of Directors

    Our Board of Directors The Board oversees the performance of our senior management team, which is responsible for leading and operating Brown-Forman’s business. The Board’s primary responsibilities include overseeing our corporate strategy; financial condition; executive compensation policies and practices; enterprise risk management; and retaining, evaluating, and planning for the succession of the Chief Executive Officer and Chairman of the Board. The Board may hire independent advisors to help it perform its duties. BROWN-FORMAN IS A "CONTROLLED COMPANY." As a publicly listed, family-controlled company, members of our controlling stockholder family, the Brown family, participate directly on our Board. We believe this governance structure aligns with long-term interests of stockholders because Brown family members bring a multigenerational ownership perspective to our Board. This alignment is sustained by a careful balancing of the roles of our Board, management, and our stockholders—including the Brown family.

  8. Selection of Directors

    Selection of Directors In evaluating candidates for Board membership, the Corporate Governance and Nominating Committee seeks directors who will represent the best long-term interests of the Company and all of its stockholders. We believe all Brown-Forman directors should possess the highest personal and professional ethics, integrity, and values. Brown-Forman directors should have good judgment, candor, civility, business courage, experience with similar businesses or other organizations of comparable or larger size, and a lack of conflicts of interest. We also believe that we benefit from having a significant number of independent directors despite the fact that, as a “controlled company,” we are not required to have a majority of independent directors. See “Our Independent Directors” on the next page to learn more. The goal is to maintain a well-balanced board composition that combines a range of experiences, backgrounds, skills, and perspectives, enabling the Board to guide Brown-Forman effectively in the pursuit of our strategic objectives. In evaluating potential Board candidates, the Corporate Governance and Nominating Committee considers a variety of factors, such as an individual’s independence, experience (business, professional, and/or public service), relevant industry knowledge, relationships, business judgment, financial expertise, international experience, leadership skills, time availability, and familial relation to our controlling family stockholders. The Corporate Governance and Nominating Committee occasionally hires independent search firms to help identify potential Board candidates. The Board has not adopted a formal policy regarding candidates nominated by stockholders because the Corporate Governance and Nominating Committee believes its process for identifying and selecting Board members is appropriate and effective. Stockholders wishing to suggest director candidates to the Corporate Governance and Nominating Committee for consideration must submit a written notice to our Corporate Secretary following the procedures set forth in this Proxy Statement under “Communication with our Board” on page 16. Any director candidates submitted by stockholders will be evaluated in the same manner as all other director candidates.

  9. Selection of Directors

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 11 |

  10. Board Composition

    Board Composition

  11. How Our Controlled-Company Status Affects Our Board

    How Our Controlled-Company Status Affects Our Board Our Board has determined that Brown-Forman is a “controlled company” under NYSE rules because more than 50% of our Class A voting stock is held by members of the Brown family or entities they control, such as Wolf Pen Branch, LP. As a controlled company, we are not required to have a majority of independent directors, a fully independent nominating/corporate governance committee, or a fully independent compensation committee. However, as a matter of good corporate governance, the Board has voluntarily chosen to have a majority of independent directors and a compensation committee composed entirely of directors who meet the NYSE’s heightened independence standards for compensation committee members. Our Board does not have a fully independent nominating/corporate governance committee. We fully comply with NYSE requirements regarding the independence and qualifications of our Audit Committee members.

  12. Our Independent Directors

    Our Independent Directors We recognize the value of having independent directors. Under NYSE listing rules, a director qualifies as “independent” if the board of directors determines the director has no “material relationship” with the Company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. While the focus is on independence from management, our Board considers all relevant facts and circumstances in making an independence determination. Our Board has determined that the following six of our eleven director nominees are independent under NYSE standards: Mark A. Clouse, Michael J. Roney, Jan E. Singer, Tracy L. Skeans, Elizabeth A. Smith, and Michael A. Todman. The Board has determined that Lawson E. Whiting is not independent because he is a member of Brown-Forman management. The Board elected not to make a determination with respect to the independence of Campbell P. Brown, Elizabeth M. Brown, Marshall B. Farrer or W. Austin Musselman, Jr.

  13. Our Brown Family Directors

    Our Brown Family Directors The Board believes it serves the interests of our stockholders for Brown family members to be actively engaged in the oversight of Brown-Forman. Through participation on the Board, Brown family directors can contribute their long-term perspective to every matter the Board considers. Brown family directors also serve as a link between the Board and the controlling family stockholders. Board service also allows the Brown family to actively oversee their investment in the Company. Currently, the Brown family directors are Campbell P. Brown, Elizabeth M. Brown, Marshall B. Farrer, and W. Austin Musselman, Jr.

  14. Our Management Director

    Our Management Director The Board believes it is important, from a corporate governance standpoint, for management to be represented on the Board. Currently, Lawson E. Whiting serves in dual roles as a Board member and Brown-Forman executive. FOLLOWING THE ANNUAL MEETING: Tenure on Board Age Mix Composition 5 0-5 years 2 6-10 years 4 10+ years 7 directors are age 53-60 4 directors are age 61+ 6 Independent 4 Brown Family 1 Management Brown-Forman Director Nominees BF MARSHALL B. FARRER Chairman of the Board and former Executive Vice President, Chief Strategic Growth Officer, Brown-Forman Corporation BF CAMPBELL P. BROWN Former Chairman of the Board and former Executive Officer, Brown-Forman Corporation BF ELIZABETH M. BROWN Former President, Dendrifund, Inc. I MARK A. CLOUSE President, Washington Commanders BF W. AUSTIN MUSSELMAN, JR. Managing Member, White Oak Investments LLC, and Owner and Manager, Ashbourne Farms I MICHAEL J. RONEY Retired Chief Executive Officer, Bunzl plc I JAN E. SINGER Former Chief Executive Officer, J.Crew I TRACY L. SKEANS Chief Operating Officer and Chief People & Culture Officer, Yum! Brands, Inc. I ELIZABETH A. SMITH Executive Chair, Revlon Group Holdings LLC I MICHAEL A. TODMAN Retired Vice Chairman, Whirlpool Corporation M LAWSON E. WHITING President and Chief Executive Officer, Brown-Forman Corporation I=Independent BF=Brown Family M=Management 2026 Proxy Statement and Notice of Annual Meeting of Stockholders 13 Leadership Structure CHAIRMAN OF THE BOARD Marshall B. Farrer, a Brown family member, has served as Chairman of the Board since 2025. PRESIDENT AND CHIEF EXECUTIVE OFFICER Lawson E. Whiting has served as President and Chief Executive Officer since 2019. LEAD INDEPENDENT DIRECTOR Michael A. Todman has served as Lead Independent Director since 2023.

  15. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS This section provides information about our eleven director nominees, including their ages as of the date of the Annual Meeting and the experience, qualifications, attributes, and skills that enable them to make valuable contributions to our Board and that led the Board to conclude that they should serve as directors of Brown-Forman. All nominees are current directors of Brown-Forman.

  16. ELECTION OF DIRECTORS

    | | The Board unanimously recommends a vote “FOR” the election of each director nominee. |

  17. ELECTION OF DIRECTORS

    If any nominee becomes unable to serve before the Annual Meeting, the proxy holders may vote for a substitute nominee if the Board designates one. Additionally, in lieu of designating a substitute, the Board may reduce the number of directors. As of the date of this Proxy Statement, the Board believes each nominee is prepared to serve if elected.

  18. ELECTION OF DIRECTORS

    | CAMPBELL P. BROWN, Director since 2016 — Age 58 | | | | | CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: • Chairman of the Board, 2021 to July 2025 • Senior Vice President, President and Managing Director of Old Forester, our founding brand, 2015 to 2021 • Led the wine and spirits portfolio in Canada and the Midwest region of the U.S. • Served in emerging markets in Asia and Europe • Various other positions over a 28-year career • Founding Member, Brown-Forman/Brown Family Shareholders Committee, 2007 to 2018; Co-Chair, 2021 to July 2025 | QUALIFICATIONS AND SKILLS • Business and industry experience gained by serving in operational, management, and executive positions within Brown-Forman • Direct brand-building and premiumization experience leading the Old Forester brand, relevant to the Company’s core strategy of growing premium and super-premium American whiskey • International and emerging-markets operating experience (India, the Philippines, Türkiye), relevant to Brown-Forman’s geographic diversification priorities • Board leadership experience as the Company’s former Chairman, providing continuity in the recent transition of the Chairman role • Deep knowledge of family and corporate governance, developed over a 28-year career and through leadership roles within the Brown family • As a fifth-generation member of the controlling Brown family, contributes the multigenerational ownership perspective central to the Company’s long-term strategy • A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of stockholders OTHER DIRECTORSHIPS • Republic Bancorp. Inc. (Nasdaq: RBCAA), 2020 to 2021 • Kentucky Distillers Association, 2016 to 2021 • Republic Bank and Trust Company, 2008 to 2021 |

  19. ELECTION OF DIRECTORS

    | ELIZABETH M. BROWN, Director since 2023 — Age 60 | | | | | CURRENT AND PAST POSITIONS Dendrifund, Inc. (an environmental sustainability foundation created by Brown-Forman and the Brown family), Former President and Director, 2019 to 2024 Jack Daniel’s Properties, Inc., Director since 2018 Owner and operator of various agribusiness ventures | QUALIFICATIONS AND SKILLS • More than 30 years building and operating agribusiness ventures, providing operational and entrepreneurial perspective relevant to Brown-Forman’s agricultural sourcing and supply chain • Leadership skills developed through service on significant community and philanthropic boards • Sustainability leadership as former President of Dendrifund, Inc., informing the Board’s oversight of the Company’s environmental and stewardship priorities • Governance experience and knowledge of Brown-Forman’s business as a director of Jack Daniel’s Properties, Inc. since 2018 • As a fifth-generation member of the controlling Brown family, contributes the multigenerational ownership perspective central to the Company’s long-term strategy | | MARK A. CLOUSE, Director since 2022 — Age 58 | | | | COMMITTEE • Compensation | CURRENT AND PAST POSITIONS Washington Commanders, President since February 2025 Campbell Soup Company, President and Chief Executive Officer, 2019 to January 2025 Pinnacle Foods Inc., Chief Executive Officer, 2016 to 2018 Mondelēz International, Inc., Chief Commercial Officer, January to May 2016; Chief Growth Officer, 2014 to 2016; Executive Vice President North America, 2012 to 2014 | QUALIFICATIONS AND SKILLS • Two decades of executive leadership in global consumer packaged-goods and branded businesses — including as CEO of Campbell Soup Company and Pinnacle Foods and in senior commercial roles at Mondelēz — directly relevant to Brown-Forman's brand-building and global commercial strategies • Expertise in corporate strategy, global marketing, global sales, research, development, and quality • Demonstrated experience driving growth and creating stockholder value through portfolio management and acquisitions, relevant to the Company’s priorities OTHER DIRECTORSHIPS • Campbell Soup Company (NYSE: CPB), 2019 to January 2025 |

  20. ELECTION OF DIRECTORS

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 21 |

  21. ELECTION OF DIRECTORS

    | MARSHALL B. FARRER, Director since 2016 — Age 55 | | | | COMMITTEES • Executive (Chairman) • Corporate Governance and Nominating | CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: • Chairman of the Board since July 2025 • Executive Vice President, Chief Strategic Growth Officer, 2024 to July 2025 • Executive Vice President, Chief Strategic Growth Officer and President, Europe, 2023 to 2024 • Senior Vice President, President, Europe, 2020 to 2022 • Senior Vice President, Managing Director, Global Travel Retail and Developed APAC Region, 2018 to 2020 • Senior Vice President, Managing Director, Global Travel Retail, 2015 to 2018 • Vice President, Managing Director, Jack Daniel’s Tennessee Honey, 2014 to 2015 • Other sales and marketing management positions over a 27-year Brown-Forman career • Founding Member, Brown-Forman/Brown Family Shareholders Committee, 2007 to 2018; Co-Chair since July 2025 | QUALIFICATIONS AND SKILLS • Public company board experience as a former director of The Duckhorn Portfolio, Inc., and current Board leadership as Chairman • Business and industry experience gained from serving in operational, management, marketing, and executive positions within Brown-Forman and the beverage alcohol industry • Extensive international operations leadership across Europe, the Asia-Pacific region, and global travel retail — channels and geographies central to Brown-Forman’s growth and diversification strategy • As a fifth-generation member of the controlling Brown family, contributes the multigenerational ownership perspective central to the Company’s long-term strategy • A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of stockholders OTHER DIRECTORSHIPS • The Duckhorn Portfolio, Inc. (formerly NYSE: NAPA), May 2024 to January 2025 | | W. AUSTIN MUSSELMAN, JR., Director since 2024 — Age 54 | | | | | CURRENT AND PAST POSITIONS White Oak Investments LLC (private holding company that developed Haymarket, a retail chain of stores with an emphasis on locally-sourced products), Managing Member since 2005 Ashbourne Farms (fourth-generation working farm in La Grange, Kentucky), Owner and Manager since 1999 Highland Development Group Partners III LLC (residential real estate company), Owner and Manager since 2007 Brown-Forman and affiliates, Founding Member, Brown-Forman/Brown Family Shareholders Committee, 2007 to 2018 | QUALIFICATIONS AND SKILLS • Extensive experience in family governance, business operations, and entrepreneurial management • Long-term enterprise stewardship as owner and manager of Ashbourne Farms and Highland Development Group, relevant to the Company’s land, agricultural, and capital asset oversight • Governance experience as a director of The Glenview Trust Company since 2018, bringing financial and fiduciary perspective • Experience serving on numerous civic and for-profit boards • As a fifth-generation member of the controlling Brown family, contributes the multigenerational ownership perspective central to the Company’s long-term strategy • A history of service on the Brown-Forman/Brown Family Shareholders Committee, which demonstrates his ability to represent the long-term interests of stockholders OTHER DIRECTORSHIPS • The Glenview Trust Company since 2018 • The Brown-Forman Foundation, 2018 to 2021 |

  22. ELECTION OF DIRECTORS

    | MICHAEL J. RONEY, Director since 2014 — Age 72 | | | | COMMITTEES • Audit (Chair) • Corporate Governance and Nominating | CURRENT AND PAST POSITIONS Bunzl plc (a multinational distribution and outsourcing company), Chief Executive Officer, 2005 to 2016 QUALIFICATIONS AND SKILLS • Extensive senior management and executive leadership experience • Active board leadership, currently serving as chair of Next plc, giving the Board contemporary insight into governance and capital allocation at a large multinational consumer-facing company • Financial and audit oversight expertise; the Board has determined Mr. Roney qualifies as an “audit committee financial expert” • International mergers and acquisitions experience • Deep operating experience in multinational production, distribution, and operations, directly relevant to Brown-Forman’s global supply chain and route-to-market • International acquisitions experience relevant to the Company’s portfolio strategy | OTHER DIRECTORSHIPS • Next plc (FTSE 100), Chairman since 2017 • Grafton Group plc, 2016 to 2024 • Bunzl plc, 2003 to 2016 • Johnson Matthey plc, 2007 to 2014 | | JAN E. SINGER, Director since 2022 — Age 62 | | | | COMMITTEES • Compensation (Chair) • Corporate Governance and Nominating | CURRENT AND PAST POSITIONS J. Crew, Former Chief Executive Officer, February 2020 to December 2020 Victoria’s Secret Lingerie, Chief Executive Officer, 2016 to 2019 Spanx, Inc., Chief Executive Officer, 2014 to 2016 Positions with Nike, Inc.: • Corporate Vice President Global Apparel, 2010 to 2014 • Corporate Vice President Global Footwear, 2004 to 2010 | QUALIFICATIONS AND SKILLS • Executive leadership experience with consumer retail organizations with global reach and complex operating structures, relevant to the Company’s global commercial strategies • Previous governance experience as an independent director for publicly listed companies • Deep knowledge of product creation, sourcing and manufacturing, innovation, merchandising, planning and allocation, marketing, brand development, and strategic growth planning, contributing insight to the Company’s brand-building strategies • Experience leading operations, commerce, sustainability, legal, and human resources functions • Strategic talent and organizational development expertise OTHER DIRECTORSHIPS • Acushnet Holdings Corp. (NYSE: GOLF) since 2021 • Kate Spade & Company, 2015 to 2017 • Supernova Partners Acquisition Company III, Ltd. (formerly NYSE: STRE), 2021 to 2023 |

  23. ELECTION OF DIRECTORS

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 23 |

  24. ELECTION OF DIRECTORS

    | TRACY L. SKEANS, Director since 2018 — Age 53 | | | | COMMITTEES • Corporate Governance and Nominating (Chair) • Compensation | CURRENT AND PAST POSITIONS Positions with Yum! Brands, Inc. and affiliates: • Chief Operating Officer and Chief People & Culture Officer, Yum! Brands, Inc., since 2021 • Chief Transformation and People Officer, Yum! Brands, Inc., 2016 to 2021 • President, Pizza Hut International, 2014 to 2015 • Chief People Officer, Pizza Hut Global, 2013 to 2014 • Chief People Officer, Pizza Hut US, 2011 to 2013 | QUALIFICATIONS AND SKILLS • Strong track record of business leadership overseeing transformation strategy, human resources, and corporate communications functions • Experience leading business transformation to build powerful brands and fuel sustainable results, directly relevant to the Company’s brand-building strategies • Executive leadership experience in global people capability strategies, giving the Board organizational development insight • Extensive accounting, treasury, and financial expertise, bringing financial perspective to the Board | | ELIZABETH A. SMITH, Director since 2023 — Age 63 | | | | COMMITTEE • Audit | CURRENT AND PAST POSITIONS Revlon Group Holdings LLC, Executive Chair since May 2023; Interim Chief Executive Officer, 2023 to November 2024 Positions with Bloomin’ Brands Inc.: • Executive Chair, 2019 to 2020 • Chief Executive Officer, 2009 to 2019 • Chairman of the Board, 2012 to 2019 | QUALIFICATIONS AND SKILLS • Executive leadership experience with global consumer retail companies, relevant to the Company’s global commercial strategies • Significant governance experience as a board member for public companies • Expertise in planning, developing and implementing corporate initiatives and strategies • Knowledge of marketing, sales, supply chain, and IT systems, contributing operational insight to the Board OTHER DIRECTORSHIPS • Revlon Group Holdings LLC since 2023 • Hilton Worldwide Holdings Inc. (NYSE: HLT) since 2013 • Authentic Brands Group, 2023 to March 2025 • Bloomin’ Brands Inc. (Nasdaq: BLMN), 2019 to 2023 • The Gap, Inc. (NYSE: GPS), 2020 to 2021 |

  25. ELECTION OF DIRECTORS

    | MICHAEL A. TODMAN, Director since 2014, Lead Independent Director since 2023 — Age 68 | | | | COMMITTEES • Audit • Corporate Governance and Nominating • Executive | CURRENT AND PAST POSITIONS Positions with Whirlpool and affiliates: • Vice Chairman, Whirlpool Corporation, 2014 to 2015 • President, Whirlpool International, 2009 to 2014 • President, Whirlpool North America, 2007 to 2009 QUALIFICATIONS AND SKILLS • Significant public company board experience across consumer products (Mondelēz), industrials (Carrier), and financial services (Prudential), bringing a multi-industry governance perspective to the Board and Audit Committee • Extensive knowledge and experience in multinational operations, sales and distribution, and manufacturing • Executive leadership of large multinational organizations • Financial expertise; the Board has determined Mr. Todman qualifies as an “audit committee financial expert” | OTHER DIRECTORSHIPS • Mondelēz International, Inc. (Nasdaq: MDLZ) since 2020 • Carrier Global Corporation (NYSE: CARR) since 2020 • Prudential Financial, Inc. (NYSE: PRU) since 2016 • Newell Brands Inc. (Nasdaq: NWL), 2007 to 2020 | | LAWSON E. WHITING, Director since 2018 — Age 58 | | | | COMMITTEE • Executive | CURRENT AND PAST POSITIONS Positions with Brown-Forman and affiliates: • President and Chief Executive Officer since 2019 • Co-Chair of the Brown-Forman/Brown Family Shareholders Committee since 2019 • Executive Vice President and Chief Operating Officer, 2017 to 2019 • Executive Vice President and Chief Brands and Strategy Officer, 2015 to 2017 • Senior Vice President and Chief Brands Officer, 2013 to 2015 • Senior Vice President and Managing Director for Western Europe, 2011 to 2013 • Vice President and Finance Director for Western Europe, 2010 to 2011 • Vice President and Finance Director for North America, 2009 to 2010 • Various other strategy and finance positions during his 28-year career | QUALIFICATIONS AND SKILLS • In-depth knowledge of Brown-Forman’s business, operations, and strategy gained over his Brown-Forman career • Extensive knowledge of the beverage alcohol industry • Broad base of operations and financial experience developed through executive leadership roles in regional and global operations, production, business strategy, finance, and marketing • Public company board experience through service on the board of Keurig Dr. Pepper Inc. • Strategic thinking, leadership, management, consensus-building, and communication skills OTHER DIRECTORSHIPS • Keurig Dr Pepper Inc. (Nasdaq: KDP) since April 2025 • The Brown-Forman Foundation since March 2019 |

  26. ELECTION OF DIRECTORS

    Family Relationships. No family relationship—first cousin or closer—exists between any two directors, executive officers, or individuals nominated or chosen to become a director or executive officer, except for first-cousin relationships (a) between Campbell P. Brown and Marshall B. Farrer, and (b) between Elizabeth M. Brown and W. Austin Musselman, Jr. Other Matters. In February 2020, Jan E. Singer was hired as CEO to lead J. Crew through a prepackaged financial restructuring under Chapter 11 of the U.S. Bankruptcy Code. The proceeding was filed in May 2020, and J. Crew emerged from bankruptcy in September 2020.

  27. ELECTION OF DIRECTORS

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 25 |

  28. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  29. DIRECTOR COMPENSATION STRUCTURE

    DIRECTOR COMPENSATION STRUCTURE

  30. DIRECTOR COMPENSATION STRUCTURE

    | PAY ELEMENT | | AMOUNT | | | Board Retainer The Board retainers are paid in cash and equity. Directors who have not satisfied our stock ownership guidelines must receive at least 60% of the equity retainer in equity. Directors who have satisfied our stock ownership guidelines may elect to receive up to 100% of the equity retainer in cash. Directors may elect to receive 100% of their cash retainer in equity. The cash retainer is paid in six installments over the Board Year. Any awards of deferred stock units (DSU) are made in full on the Annual Meeting date. A director who joins the Board during a Board Year also receives a prorated DSU award for the portion of the prior Board Year served. | | $235,000 $80,000 $155,000 | total cash equity (DSU) | | Meeting Fees No fee is paid unless the director attends more than eight Board meetings. | Board | $5,000 $2,500 | per meeting per virtual meeting | | No fee is paid unless the director attends more than ten meetings (Audit Committee) or six meetings (Compensation and Corporate Governance and Nominating Committees). | Audit, Compensation, and Corporate Governance and Nominating Committees | $2,500 $1,250 | per meeting per virtual meeting | | Committee Member Retainers Paid in six installments over the Board Year. A director receives a Committee Member Retainer for each committee on which he or she serves. | Audit Committee | $25,000 | | | | Compensation Committee | $20,000 | | | | Corporate Governance and Nominating Committee | $20,000 | | | Committee Chair Retainers (excluding Executive Committee) Paid in six installments over the Board Year. In addition to Committee Member Retainers, a director receives a Committee Chair Retainer for each committee he or she chairs. | | $20,000 | | | Lead Independent Director Retainer Paid in six installments over the Board Year. | | $45,000 | | | Non-Employee Chairman of the Board Retainer Paid in six installments over the Board Year. | | $490,000 | |

  31. Fiscal 2026 Director Compensation

    Fiscal 2026 Director Compensation The following table shows the compensation of non-employee directors for their service in fiscal 2026. Mr. Farrer’s compensation reflects the amounts earned for his service as a non-employee director member of the Board and also his compensation earned while an employee of the Company before resigning from his role to assume the role of Chairman of the Board.

  32. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    FISCAL 2026 DIRECTOR COMPENSATION TABLE

  33. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH(1) | DSU AWARDS(2)(3) | ALL OTHER COMPENSATION(4) | TOTAL | | Campbell P. Brown | $141,264 | $155,000 | $1,813 | $298,077 | | Elizabeth M. Brown | — | 235,000 | 10,450 | 245,450 | | Mark A. Clouse | 55,000 | 235,000 | — | 290,000 | | Marshall B. Farrer(5) | 453,602 | 155,000 | 3,442,376 | 4,050,978 | | W. Austin Musselman, Jr. | 235,000 | — | 1,170 | 236,170 | | Michael J. Roney | 290,000 | 155,000 | 13,444 | 458,444 | | Jan E. Singer | 170,000 | 155,000 | 2,000 | 327,000 | | Tracy L. Skeans | 170,000 | 155,000 | 1,359 | 326,359 | | Elizabeth A. Smith | 175,000 | 235,000 | — | 410,000 | | Michael A. Todman | 320,000 | 155,000 | 23,084 | 498,084 |

  34. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (1) Amounts in this column reflect fees earned during fiscal 2026 and include the annual Board retainer (if paid in cash), Lead Independent Director retainer, annual committee chair and committee member retainers, non-employee Chairman of the Board retainer (if paid in cash), and any Board and committee meeting fees. For Mr. Roney, Mr. Todman, and Ms. Smith, this also includes a one-time $150,000 cash fee for their service on a Transaction Committee formed in connection with a potential business combination, and for Ms. Singer, Mr. Clouse, and Ms. Skeans, it includes $30,000 in fees for special meetings in connection with the potential business combination and other M&A activity. |

  35. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (2) Amounts reflect the aggregate grant date fair value of the DSU awards computed in accordance with FASB ASC Topic 718. The grant date fair value is based on the closing price of our Class A common stock of $30.91 on the date of grant (July 24, 2025). On dividend payment dates, outstanding DSUs are credited with dividend-equivalent DSUs. |

  36. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (3) The aggregate number of Class A and Class B DSUs, Class B SSARs, and Class A and Class B PBRSUs outstanding for each of our non-employee directors as of April 30, 2026, is set forth below. Annual grants of DSUs vest over the course of the Board Year. |

  37. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | NAME | DSUs (CLASS A) | DSUs (CLASS B) | SSARs (CLASS B) | PBRSUs (CLASS A) | PBRSUs (CLASS B) | | Campbell P. Brown | 32,662 | — | 30,045 | — | — | | Elizabeth M. Brown | 13,178 | — | — | — | — | | Mark A. Clouse | 17,553 | — | — | — | — | | Marshall B. Farrer | 5,145 | — | 61,660 | 7,727 | 15,957 | | W. Austin Musselman, Jr. | — | — | — | — | — | | Michael J. Roney | 46,308 | 4,583 | — | — | — | | Jan E. Singer | 14,319 | — | — | — | — | | Tracy L. Skeans | 31,204 | — | — | — | — | | Elizabeth A. Smith | 18,379 | — | — | — | — | | Michael A. Todman | 35,768 | 3,103 | — | — | — |

  38. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (4) Reflects (i) stipend amounts paid during fiscal 2026 to directors who traveled to an overseas location for Board and committee meetings, (ii) Product Promotion, (iii) continuing education allowance payments, and (iv) expenses paid by the Company in connection with sporting events (applicable only for Mr. Todman and Ms. Skeans). |

  39. FISCAL 2026 DIRECTOR COMPENSATION TABLE

    | (5) All other compensation includes the compensation Mr. Farrer earned as an executive officer of the Company until July 24, 2025. This compensation consists of: $121,228 prorated salary, $12,676 prorated holiday bonus, $3,338 car allowance, $135,914 earned STI payment, an increase of $2,146,500 in the present value of Mr. Farrer’s qualified and non-qualified pension benefits, which was attributable to standard adjustments for additional years of service, updates to the nonqualified plan’s terms and actuarial changes triggered by Mr. Farrer’s early retirement, $99,507 for the grant date fair value of his PBRSU award and $45,861 for the fair value of his SSAR award granted on July 24, 2025, and $9,027 in other items, including product promotion reimbursement, company paid life insurance, 401k match and reimbursement of wellness expenses. Mr. Farrer also received $865,000 to account for the loss of subsidized early retirement benefits and future accruals pursuant to the Company’s Qualified and Non-Qualified Pension Plan upon his resignation. All other compensation for his time on the Board includes $1,625 in product promotion reimbursement and $1,701 in educational expenses. |

  40. TSR: BROWN-FORMAN VS. S&P 500 CONSUMER STAPLES INDEX VS. CEO VESTED LTI(3)

    TSR: BROWN-FORMAN VS. S&P 500 CONSUMER STAPLES INDEX VS. CEO VESTED LTI(3) 6 8 4 2 0 $0 $40 $80 $120 $160 $200 2024 2025 2026 Target LTI Value Vested LTI Value BF TSR LTI (in millions) Cumulative TSR S&P 500 Consumer Staples TSR 2024-25%3%12%Brown-Forman2025-26%15%8%S&P 500 Consumer Staples Index2026-24%8%15%CEO Vested LTI (% of Target)

  41. TSR: BROWN-FORMAN VS. S&P 500 CONSUMER STAPLES INDEX VS. CEO VESTED LTI(3)

    | (1) ”Organic net sales” and “organic operating income” are financial measures that are not calculated in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information regarding non- GAAP financial measures used in this Proxy Statement and reconciliations of such non-GAAP measures to the most directly comparable GAAP financial measures. |

  42. TSR: BROWN-FORMAN VS. S&P 500 CONSUMER STAPLES INDEX VS. CEO VESTED LTI(3)

    | (2) CEO Total Compensation includes compensation reported in the Summary Compensation Table excluding changes in pension values, any one-time awards, and LTI that vested or was exercised in the applicable year. |

  43. TSR: BROWN-FORMAN VS. S&P 500 CONSUMER STAPLES INDEX VS. CEO VESTED LTI(3)

    | (3) The amount shown represents the original target value and the actual vested value of the CEO’s long-term incentive (LTI) awards. For each year presented, the vested value is based on the applicable three-year performance cycle concluded in that fiscal year (e.g., the 2026 value reflects the final vested value of awards originally granted in 2024, compared against their initial target value). |

  44. TSR: BROWN-FORMAN VS. S&P 500 CONSUMER STAPLES INDEX VS. CEO VESTED LTI(3)

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 33 |

  45. Pay for Performance

    | • | align the interests of our executives with those of stockholders by granting market-aligned, short-term incentives and long-term equity-based incentives that have payouts correlating to individual and Company performance outcomes. |

  46. Attract, Retain, and Engage Talent

    Attract, Retain, and Engage Talent In addition to providing appropriate short- and long-term compensation, our executive compensation program is designed to attract, retain and engage an executive leadership team critical to the Company’s success. We compete for senior executive talent with other companies, and we believe that strong, competitive pay linked with Company performance attracts the right leadership to deliver results for our stockholders. To maintain the competitiveness of our executive compensation program, the Committee compares Brown-Forman’s compensation practices with a 20-company group (the Compensation Comparator Group) to benchmark compensation levels and sets target compensation at the 50th percentile. The Compensation Comparator Group is discussed further on page 48.

  47. Balanced Mix of Compensation, Weighted Towards Variable Pay Elements

    Balanced Mix of Compensation, Weighted Towards Variable Pay Elements The Committee believes that a balanced compensation structure, weighted towards variable at-risk pay elements, aligns executive compensation with Company performance and stockholder interests. This structure also incorporates appropriate fixed compensation elements necessary to attract, motivate, and retain talent. The graphics on the right show the emphasis placed on pay for performance with variable and at-risk pay elements, such as long-term incentive equity awards and short-term cash incentives based on Company performance metrics for all of our Named Executive Officers in fiscal 2026.

  48. FISCAL 2026 BROWN-FORMAN CEO PAY MIX VS. AVERAGE COMPENSATION COMPARATOR GROUP AND BROWN-FORMAN NEO PAY MIX VS. MARKET MEDIAN(1)

    FISCAL 2026 BROWN-FORMAN CEO PAY MIX VS. AVERAGE COMPENSATION COMPARATOR GROUP AND BROWN-FORMAN NEO PAY MIX VS. MARKET MEDIAN(1) BROWN-FORMAN CEO MIX 13% Base Salary 16% Short-Term 71% Long-Term 87% AT RISK COMPARATOR CEO MIX 11% Base Salary 17% Short-Term 71% Long-Term 88% AT RISK BROWN-FORMAN NEO MIX 35% Base Salary 22% Short-Term 43% Long-Term 65% AT RISK

  49. FISCAL 2026 BROWN-FORMAN CEO PAY MIX VS. AVERAGE COMPENSATION COMPARATOR GROUP AND BROWN-FORMAN NEO PAY MIX VS. MARKET MEDIAN(1)

    | (1) Mix may not total 100% due to rounding and does not include any one-time awards for B-F CEO or NEOs. |

  50. FISCAL 2026 BROWN-FORMAN CEO PAY MIX VS. AVERAGE COMPENSATION COMPARATOR GROUP AND BROWN-FORMAN NEO PAY MIX VS. MARKET MEDIAN(1)

    AVERAGE MARKET MEDIAN NEO MIX 34% Base Salary 21% Short-Term 45% Long-Term 66% AT RISK

  51. Compensation Governance and Best Practices

    | | WHAT WE DO | | WHAT WE DO NOT DO | | | Benchmark to peers within similar industries, size, and scope | | No derivative or other hedging transactions in our securities by executive officers or directors | | | Provide executive officers the opportunity to earn market-competitive compensation through a mix of cash and equity compensation | | No uncapped award opportunities | | | Align pay with performance by linking a substantial portion of compensation to incentive-based compensation | | No guaranteed annual salary increases | | | Target executive and director pay at the 50th percentile of peers | | No incentive awards based on a single performance metric | | | Engage an independent compensation consultant to advise the Committee on executive compensation matters | | No single-trigger change-in-control provisions | | | Maintain a Committee composed solely of independent directors | | No excessive perquisites or other personal benefits | | | Maintain incentive compensation recoupment policies (commonly known as “clawback” policies) applicable to all incentive plans | | No plans or programs that encourage excessive risk-taking | | | Deliver a meaningful portion of compensation as long-term equity awards to enhance executive officer retention and further align executive and stockholder interests | | |

  52. Compensation Program Elements

    | PAY ELEMENT | FORM | FISCAL 2026 PROGRAM | OBJECTIVE | | Base Salary | Cash | Base salary serves as the primary “fixed” element in the executive compensation program. | Rewards professional experience and performance by providing fixed income to attract and retain executive talent. | | Holiday Bonus | Cash | The holiday bonus is based on an employee’s salary and tenure with Brown-Forman. | A longstanding tradition to reward continued service and show appreciation for our employees during the holidays. | | Short-Term Incentive | Cash | Equally-weighted Company performance metrics of organic net sales growth and adjusted organic operating income growth (70%). Individual performance metrics (20%). Operational Excellence measure for annualized savings associated with strategic initiatives introduced in January 2025 (10%). | Incentivizes and rewards attaining short-term corporate objectives and individual contributions to achieving these objectives. | | Long-Term Incentives | PBRSUs (2/3) SSARs (1/3) | The vesting of PBRSUs is subject to Brown-Forman’s three-year TSR (50%) and adjusted operating income (50%) metrics relative to a customized industry peer group. Value equates to stock price growth above grant price. | Emphasizes long-term performance objectives, providing a pay-for-performance structure rewarding executives for TSR and operating income objectives and aligning executive and stockholder interests. |

  53. FISCAL 2026 NEO TARGET TOTAL DIRECT COMPENSATION(1)

    | NAME | YEAR | ● SALARY AND HOLIDAY BONUS | ● SHORT-TERM INCENTIVE TARGET | ● LONG-TERM INCENTIVE TARGET | TARGET TOTAL DIRECT COMPENSATION | PAY MIX AT TARGET | | Lawson E. Whiting | 2026 | $1,314,365 | $1,650,000 | $7,100,000 | $10,064,365 | | | James W. Peters | 2026 | 842,160 | 825,000 | 2,400,000 | 4,067,160 | | | Michael E. Carr, Jr. | 2026 | 651,063 | 425,000 | 775,000 | 1,851,063 | | | Michael A. Masick | 2026 | 583,352 | 370,000 | 700,000 | 1,653,352 | | | Yiannis Pafilis(2) | 2026 | 651,414 | 413,171 | 781,673 | 1,846,258 | | | Leanne D. Cunningham | 2026 | 751,066 | 650,000 | 1,850,000 | 3,251,066 | |

  54. Base Salary and Holiday Bonus

    Base Salary and Holiday Bonus The Committee typically adjusts salaries each May after completing its annual performance review process, but the Committee may adjust any NEO’s salary at other times to reflect a change in role or responsibility. The holiday bonus, which we consider to be part of base salary, is guaranteed and based solely on an employee’s tenure with the Company (see the Summary Compensation Table for more details on the holiday bonus provided by tenure). In its review of base salaries for the NEOs for fiscal 2026, the Committee considered the positioning of the Company’s salaries for the NEOs as compared to similarly situated executives in the Company’s Compensation Comparator Group. The fiscal 2026 base salaries and holiday bonuses for the NEOs are set forth below:

  55. Base Salary and Holiday Bonus

    | NAME | SALARY AND HOLIDAY BONUS (1) | | Lawson E. Whiting | $1,314,365 | | James W. Peters(2) | 68,750 | | Michael E. Carr, Jr. | 651,063 | | Michael A. Masick | 583,352 | | Yiannis Pafilis(3) | 651,414 | | Leanne D. Cunningham | 751,066 |

  56. Base Salary and Holiday Bonus

    | (1) Reflects fiscal year fixed compensation paid to NEOs employed at the end of fiscal 2026 from May 1, 2025, to April 30, 2026, which includes base salary and holiday bonus. |

  57. Base Salary and Holiday Bonus

    | (2) The amount shown is prorated based on Mr. Peters’ start date with the Company of March 31, 2026. |

  58. Base Salary and Holiday Bonus

    | (3) The amount shown is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2025, to April 30, 2026, of €1 to $1.16313. |

  59. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Our NEOs receive short-term incentive compensation each year tied to the achievement of certain predetermined annual Company and individual performance goals. We use short-term incentives to motivate our NEOs to achieve our annual financial objectives while making progress toward our long-term goals. After adjusting for performance, the Company performance goal (70% weighting), the individual performance goal (20% weighting), and the Operational Excellence goal (10% weighting) are added together to determine the total short-term incentive payment. As a result, the total value of short-term incentive payouts can vary between 0% and 200% of target—a range we believe is sufficient for recognizing varying levels of performance without encouraging excessive risk-taking. FOR FISCAL 2026:

  60. Short-Term Incentive Compensation

    | 70% | of the target opportunity was tied to Company performance (organic net sales and adjusted organic operating income¹), | | 20% | was tied to individual performance, and | | 10% | was tied to the Operational Excellence measure. |

  61. Short-Term Incentive Compensation

    | (1) “Organic net sales” and “adjusted organic operating income” are financial measures that are not calculated in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information regarding non-GAAP financial measures used in this Proxy Statement and reconciliations of such non-GAAP measures to the most directly comparable GAAP financial measures. |

  62. Short-Term Incentive Compensation

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 37 |

  63. COMPANY PERFORMANCE MEASURES

    COMPANY PERFORMANCE MEASURES Company performance goals for short-term incentive compensation in fiscal 2026 were based on the Company’s organic results. Organic net sales was calculated by adjusting net sales reported under U.S.generally accepted accounting principles (GAAP) for the following effects:

  64. COMPANY PERFORMANCE MEASURES

    | • | Acquisitions and divestitures; |

  65. COMPANY PERFORMANCE MEASURES

    | • | Impairment charges; |

  66. COMPANY PERFORMANCE MEASURES

    | • | Other items; and |

  67. COMPANY PERFORMANCE MEASURES

    | • | Foreign exchange. |

  68. COMPANY PERFORMANCE MEASURES

    Likewise, adjusted organic operating income was calculated by adjusting operating income reported under GAAP for the same effects, further adjusted to remove certain costs related to our previously disclosed potential business combination and certain other M&A activity, including the one-time transaction-related recognitions discussed below. The fiscal 2026 short-term incentive performance goals and actual results are shown in the chart below:

  69. FISCAL 2026 SHORT-TERM INCENTIVE COMPENSATION PROGRAM RESULTS

    FISCAL 2026 SHORT-TERM INCENTIVE COMPENSATION PROGRAM RESULTS Organic Net Sales Growth(1) Over Prior year Actual Result: 0.43% 149% Payout -5% Threshold 0% Payout -2% Target 100% Payout 3% Maximum 200% Payout Adjusted Organic Operating Income (1) Growth Over Prior year Actual Result: 1.6% 172% Payout -5% Threshold 0% Payout -2% Target 100% Payout 3% Maximum 200% Payout Resulting Payout of 161% of Target Organic Net Sales Growth(1) 50% 50% Adjusted Organic Operating Income (1) Growth (1) “Organic net sales” and “adjusted organic operating income” are not derived in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information about our use of non-GAAP measures.

  70. INDIVIDUAL PERFORMANCE

    | PERFORMANCE (B-F NOMENCLATURE) | PAYOUT AS A PERCENTAGE OF TARGET | | Excellence in Performance Achieved | 135%-200% | | Successful Performance Achieved | 90%-135% | | Growing in Role | 75%-105% | | Development Needed | 0%-70% |

  71. OPERATIONAL EXCELLENCE

    OPERATIONAL EXCELLENCE In fiscal 2025, the Company announced a series of strategic initiatives for growth, of which annualized savings were a central element. The Operational Excellence measure of the short-term incentive compensation target ties payout to achievement of the targeted annualized savings associated with these strategic initiatives. Operational Excellence Savings Actual Result: $78M 184% Payout 0% Threshold $60M Savings 100% Target $70M Savings 200% Maximum $80M Savings Fiscal 2026 represented a challenging external environment with significant volatility and ambiguity. Despite these tremendous headwinds, the executive team performed exceptionally well and delivered strong results for the Company, placing it near the top of our industry. Accordingly, each NEO received an individual performance rating of “Successful Performance Achieved” or “Excellence in Performance Achieved” except for Mr. Peters who received “Growing in Role” due to joining the Company on March 31, 2026. The table below shows our NEOs’ target short-term incentive compensation for fiscal 2026 and the actual short-term incentive compensation paid to them.

  72. OPERATIONAL EXCELLENCE

    | NAME | FISCAL 2026 TARGET SHORT-TERM INCENTIVE COMPENSATION | FISCAL 2026 TOTAL SHORT-TERM INCENTIVE COMPENSATION ACTUALLY RECEIVED | | Lawson E. Whiting | $1,650,000 | $2,493,150 | | James W. Peters(1) | 70,068 | 105,874 | | Michael E. Carr, Jr. | 425,000 | 701,675 | | Michael A. Masick | 370,000 | 603,470 | | Yiannis Pafilis(2) | 413,171 | 661,487 | | Leanne D. Cunningham | 650,000 | 1,021,150 |

  73. OPERATIONAL EXCELLENCE

    | (1) Mr. Peters received a prorated short-term incentive compensation award due to his joining the Company on March 31, 2026. |

  74. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentives are intended to focus the efforts of our executives on long-range strategic goals, including sustainable growth in operating income and superior shareholder returns. They are also intended to serve as a retention incentive and help align our executives’ interests with those of our stockholders by building equity ownership. The Committee determines the target dollar value of the total long-term incentive award for each NEO. The target long-term incentives granted in fiscal 2026 for the fiscal 2026-2028 performance period were divided into two equity-based components: performance-based restricted stock units (PBRSUs), and stock-settled stock appreciation rights (SSARs). Two-thirds performance-based restricted stock units One-third stock-settled stock appreciation rights Generally, equity awards are granted annually on the date of the Annual Meeting of Stockholders. However, if an executive officer is hired or promoted at other times during the fiscal year, the Committee approves prorated quarterly equity grants to be granted on the fourth Thursday of the last month of each quarter, as applicable, to reflect that action in the quarter in which it occurred.

  75. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units For fiscal 2026, the Committee established a custom Total Distilled Spirits peer group to better align our relative performance comparisons for PBRSUs. Performance is measured by comparing the three-year cumulative TSR of Brown-Forman’s Class B common stock with the three-year cumulative TSR of the custom peer group (shown on the following page) and the three-year compound annual growth rate (CAGR) of Brown-Forman’s adjusted operating income relative to the same peer group. The PBRSU awards granted to our executive officers in fiscal 2026 have a three-year performance period. These awards are initially expressed as a dollar value and then converted to a specific number of units when granted. At the end of the three-year performance period, the number of units earned, if any, represents units awarded, adjusted for performance and dividend yields during the second and third years of the performance period and converted to shares. The range of payout is 50% to 150% of target if the Company meets the initial adjusted operating income threshold. If the initial adjusted operating income threshold is not met, no payout will be provided. After meeting the initial adjusted operating income threshold, the Company has a 50% payout floor for performance below the 30th percentile. Payouts for performance between threshold and target and between target and maximum are determined using straight-line interpolation method. In calculating TSR, the Committee looks at the average closing stock prices over the 60 trading days before the performance period begins and the final 60 trading days of the performance period. In calculating relative operating income growth, the Committee looks at the CAGRs during the performance period of the companies in the same custom peer group. For the fiscal 2026-2028 awards, the companies used for the performance comparison will be those in the custom peer group below. For more information on the PBRSU awards granted during fiscal 2026, please see the Fiscal 2026 Grants of Plan-Based Awards Table on page 52 and the Outstanding Equity Awards at 2026 Fiscal Year-End Table on pages 53-54.

  76. Performance-Based Restricted Stock Units

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 41 |

  77. Performance-Based Restricted Stock Units

    | • Ambev S.A. • Anheuser-Busch InBev SA/NV • Becle, S.A.B. de C.V. • The Boston Beer Company, Inc. • Carlsberg A/S • Compania Cervecerias Unidas S.A. • Constellation Brands, Inc. • Davide Campari-Milano N.V. | • Diageo plc • Heineken N.V. • Kirin Holdings Company, Limited • MGP Ingredients, Inc. • Molson Coors Beverage Company • Pernod Ricard SA • Rémy Cointreau SA |

  78. Performance-Based Restricted Stock Units

    The table below shows the target PBRSU awards granted to each NEO in fiscal 2026 for the fiscal 2026-2028 performance period:

  79. PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2026-2028 PERFORMANCE PERIOD

    PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2026-2028 PERFORMANCE PERIOD Brown-Forman 3-Year TSR Rank vs. Custom Peer Group (50% Weighting) 1st Percentile 30th Percentile 55th Percentile 80th Percentile Threshold 50% Payout Target 100% Payout Maximum 150% Payout Brown-Forman 3-Year Adjusted Operating Income(1) Rank vs. Custom Peer Group (50% Weighting) 1st Percentile 30th Percentile 55th Percentile 80th Percentile Threshold 50% Payout Target 100% Payout Maximum 150% PayoutBrown-Forman 3-Year TSR Rank vs. Custom Peer Group (50% Weighting) 30th Percentile and Below Threshold 50% Payout 55th Percentile Target 100% Payout 80th Percentile Maximum 150% Payout Brown-Forman 3-Year Adjusted Operating Income(1) Rank vs. Custom Peer Group (50% Weighting) 30th Percentile and Below Threshold 50% Payout 55th Percentile Target 100% Payout 80th Percentile Maximum 150% Payout

  80. PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2026-2028 PERFORMANCE PERIOD

    | (1) The three-year CAGR of adjusted operating income is the CAGR, expressed as a percentage of the Company’s annual operating income determined according to GAAP and adjusted to an organic basis, excluding any adjustments for foreign exchange. Adjusted operating income is a financial measure that is not calculated in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information regarding non-GAAP financial measures used in this Proxy Statement. |

  81. One-Time PBRSU Award

    One-Time PBRSU Award In fiscal 2026, the Committee implemented a one-time PBRSU grant for our Executive Leadership Team. This award was designed in response to a specific and extraordinary set of circumstances: the Company’s ongoing strategic transformation demands sustained, cohesive executive leadership at a time when the macroeconomic environment has created significant uncertainty and an intensely competitive market for senior talent. Rather than a general compensation increase, this one-time grant directly addresses the Committee’s determination that retaining and incentivizing the executive leadership team through the multi-year transformation period is critical to protecting and enhancing long-term stockholder value. The Committee structured the award so that executives realize meaningful value only if stockholders do. The PBRSU grant is subject to a three-year performance period, and final vesting is contingent upon the achievement of rigorous, predetermined performance metrics. Specifically, the Committee will measure the Company’s return on invested capital (ROIC) and its adjusted operating income growth relative to the Special Peer Group (shown below). If the Company does not meet the initial adjusted operating income growth threshold, no payout will be provided regardless of any other factor. The payout range of 50% to 150% of target ensures that executives are rewarded in proportion to the degree of performance delivered, with payouts for performance between threshold and target, and between target and maximum, determined by straight-line interpolation. Consistent with our standard Long-Term Incentive Plan (LTIP) methodology, these awards are expressed as a fixed dollar value and converted into units based on the 20-day trailing average of the Company’s Class B common stock. Ultimate share delivery is adjusted for performance outcomes and reinvested dividends accrued during the second and third years of the performance cycle. This structure reinforces long-term alignment by tying the economic value of the award directly to the Company’s stock price performance over the full measurement period. In designing and sizing the award, the Committee consulted with its independent compensation consultant, WTW, to ensure that the grant’s magnitude, structure, and timing were appropriate given both competitive market data and the particular demands of the Company’s multi-year transformation strategy. The Committee is committed to our strong pay-for-performance philosophy and confirms that similar one-time equity awards would be considered in the future only under equally extraordinary circumstances. For more information on the PBRSU awards granted during fiscal 2026, please see the Fiscal 2026 Grants of Plan-Based Awards Table on page 52 and the Outstanding Equity Awards at 2026 Fiscal Year-End Table on pages 53-54.

  82. SPECIAL PEER GROUP

    SPECIAL PEER GROUP

  83. SPECIAL PEER GROUP

    | COMPANY | WEIGHTING | | Diageo plc | 29% | | Pernod Ricard SA | 29% | | Rémy Cointreau SA | 14% | | Davide Campari-Milano N.V. | 14% | | LVMH Moët Hennessy – Louis Vuitton, Société Européenne | 14% |

  84. SPECIAL PEER GROUP

    The table below shows the target one-time PBRSU awards to each NEO in fiscal 2026 for the fiscal 2026-2028 performance period:

  85. ONE-TIME PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2026-2028 PERFORMANCE PERIOD

    ONE-TIME PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2026-2028 PERFORMANCE PERIOD Brown-Forman Return on Invested Capital(1) (50% Weighting) 12.1% Threshold 50% Payout 13.6% Target 100% Payout 15.1% Maximum 150% Payout Brown-Forman 3-Year Relative Adjusted Operating Income(1) Rank vs. Custom Peer Group (50% Weighting) -10 pps Threshold 50% Payout Average Target 100% Payout +10 pps Maximum 150% Payout

  86. ONE-TIME PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2026-2028 PERFORMANCE PERIOD

    | (1) “Return on invested capital” and “adjusted operating income” are financial measures that are not calculated in accordance with GAAP. Please refer to Appendix A of this Proxy Statement for information regarding non-GAAP financial measures used in this Proxy Statement. |

  87. ONE-TIME PBRSU AWARDS: PAYOUT SCALE AND POTENTIAL PAYOUTS FOR FISCAL 2026-2028 PERFORMANCE PERIOD

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 43 |

  88. Fiscal 2024-2026 Long-Term Incentive Payouts

    Fiscal 2024-2026 Long-Term Incentive Payouts

  89. PBRSU Awards for Fiscal 2024-2026 Performance Period

    | (1) S&P Consumer Staples constituents are subject to change. While benchmarking includes all companies active at the end of the performance period, any constituent that was not actively traded throughout the entire timeframe-from the start (including the beginning average period) through the end-will be excluded. |

  90. PBRSU AWARDS: PERFORMANCE FOR FISCAL 2024-2026 PERFORMANCE PERIOD

    PBRSU AWARDS: PERFORMANCE FOR FISCAL 2024-2026 PERFORMANCE PERIOD Brown-Forman 3-Year TSR Rank vs. S&P 500 Consumer Staples Index 30th Percentile Threshold 50% Payout 55th Percentile Target 100% Payout 80th Percentile Maximum 150% Payout Actual Result: 3rd Percentile 50% Payout Brown-Forman 3-Year Transaction-Adjusted Operating Income Rank vs. S&P 500 Consumer Staples Index 30th Percentile Threshold 50% Payout 55th Percentile Target 100% Payout 80th Percentile Maximum 150% Payout Actual Result: 35th Percentile 60% Payout Payouts for performance between threshold and target and between target and maximum are determined using straight-line interpolation method. In calculating TSR, the Committee looked at average closing stock prices over the 60 trading days preceding the commencement of the performance period and the final 60 trading days of the performance period. The Committee determined the number of shares to issue by multiplying the target award by the payout percentage and adjusting the resulting number upwards to account for dividend yields during the second and third years of the performance period. The Committee chose this calculation method so that our NEOs’ compensation remained exposed to changes in stock price, but also allowed them to earn the dividend yields during the performance period, consistent with the goals of our long-term incentive plan. The shares awarded for the fiscal 2024-2026 performance period were issued on May 27, 2026. The table below shows the number of shares of PBRSUs issued for the fiscal 2024-2026 performance period.

  91. Employment Agreements

    Employment Agreements We generally do not have employment agreements with our NEOs. However, pursuant to Dutch law, Yiannis Pafilis has an employment agreement with our subsidiary, Brown-Forman Netherlands B.V. in connection with his employment as EVP, President, Europe, Africa and APAC. The employment agreement does not alter Mr. Pafilis’ compensation, which is described elsewhere in this proxy statement. The agreement includes customary restrictive covenants, including confidentiality obligations, intellectual property assignment provisions, and non-solicitation restrictions covering our employees, clients, and business relations for 12 months following termination. The agreement is terminable by either party subject to statutory notice requirements under Dutch law.

  92. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Committee’s independent compensation consultant is engaged by and reports directly to the Committee and attends Committee meetings as requested. Willis Towers Watson (WTW) served as the Committee’s consultant during fiscal 2026. During fiscal 2026, upon the recommendation by Company management and approval by the Committee, WTW performed certain services for the Company, in addition to its services to the Committee, including ad hoc compensation consulting (such as broad-based incentive plan design, compensation survey services, and the hosting of a portal outlining employee pay, benefits, and other rewards). They also provided consulting services related to enterprise risk management and insurance placement. Fees paid to WTW in fiscal 2026 for compensation committee consultant services totaled $271,727 and $2,228,840 for all other services to the Company, which represented less than 1% of WTW’s fiscal year revenue. In accordance with SEC and NYSE requirements, the Committee has reviewed the independence of WTW and determined that no conflict exists that would compromise the independence of the firm’s advice. As disclosed above, in fiscal 2026 the Committee also obtained feedback from Pearl Meyer, an independent compensation consultant retained by management, to provide the Committee with information to allow it to analyze executive compensation in connection with the Company’s contemplated business combination.

  93. Compensation Comparator Group

    Compensation Comparator Group Each year, with the assistance of the independent compensation consultant, the Committee reviews the list of companies against which we compare our executive compensation packages. The objective of the review is to ensure the Compensation Comparator Group shares similar characteristics with Brown-Forman, such as industry, country headquarters, revenue, market capitalization, global footprint, and prominence of brands. The companies listed below constituted the Compensation Comparator Group for decisions made in fiscal 2026.

  94. Compensation Comparator Group

    | • The Boston Beer Company, Inc. • The Campbell’s Company • Church & Dwight Co., Inc. • The Clorox Company • Conagra Brands, Inc. • Constellation Brands, Inc. • Diageo plc | • Edgewell Personal Care Company • Energizer Holdings, Inc. • The Hain Celestial Group, Inc. • Harley-Davidson, Inc. • The Hershey Company • The J.M. Smucker Company • Keurig Dr Pepper Inc. | • McCormick & Co Inc. • Molson Coors Beverage Company • Monster Beverage Corporation • Pernod Ricard SA • Post Holdings, Inc. • YETI Holdings, Inc. |

  95. Executive Change in Control Severance Plan

    Executive Change in Control Severance Plan On October 31, 2025, as part of its regular review of corporate governance documents and executive compensation policies, the Board adopted the Brown-Forman Corporation Executive Change in Control Severance Plan (the CIC Severance Plan). The Board implemented the CIC Severance Plan to attract and retain key talent, and to assure the Company maintains the continued dedication and focus of its executive leadership team—including all NEOs—notwithstanding the possibility, threat, or occurrence of a Change in Control. For more information on the benefits payable to the NEOs under the CIC Severance Plan in connection with a CIC Qualifying Termination, please see Fiscal 2026 Potential Payments Upon Termination or Change in Control Table on pages 60-61.

  96. Equity Award Grants

    Equity Award Grants Generally, the grant date of any award is the date of the Committee or Board meeting at which it was approved. We use the 20-day trailing average stock price to determine the target number of shares granted. We do not have a program, plan, or practice of timing equity award grants in conjunction with the release of material nonpublic information (or vice versa). However, see the section below titled “Option/SSAR Awards Made Close in Time to Material Nonpublic Information Disclosure” for information regarding SSARs granted to Mr. Peters on April 23, 2026. While this grant was not timed to coincide with the disclosure of material nonpublic information, additional tabular disclosure is required for this grant because it occurred within four business days before the Company furnished a Current Report on Form 8-K to the SEC containing material nonpublic information. We have never re-priced or back-dated options or SSARs granted under any of our equity compensation plans, and both our 2013 Omnibus Compensation Plan and our 2022 Omnibus Compensation Plan specifically prohibit such practices.

  97. FISCAL 2026 SUMMARY COMPENSATION TABLE

    FISCAL 2026 SUMMARY COMPENSATION TABLE

  98. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | SSAR/ Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | Lawson E. Whiting President and Chief Executive Officer | 2026 | $1,314,365 | $2,712,763 | $10,772,703 | $2,366,434 | $2,493,150 | $5,381,227 | $264,240 | $25,304,882 | | | 2025 | 1,276,083 | — | 4,624,396 | 2,366,441 | 2,969,623 | 2,024,516 | 188,485 | 13,449,544 | | | 2024 | 1,250,040 | — | 4,765,947 | 2,216,456 | 3,706,929 | 1,145,802 | 108,986 | 13,194,160 | | James W. Peters Executive Vice President and Chief Financial Officer(8) | 2026 | 68,750 | 79,063 | 138,949 | 66,001 | 105,874 | — | 2,687 | 461,324 | | Michael E. Carr, Jr. Executive Vice President, General Counsel and Secretary(8) | 2026 | 651,063 | 1,343,750 | 1,585,673 | 258,311 | 701,675 | 380,170 | 60,049 | 4,980,691 | | Michael A. Masick Executive Vice President, President, Americas(8) | 2026 | 583,352 | 644,000 | 1,531,430 | 233,312 | 603,470 | 358,481 | 58,890 | 4,012,935 | | Yiannis Pafilis Executive Vice President, President, Europe, Africa, Asia Pacific(8) (9) | 2026 | 651,415 | 644,000 | 1,583,051 | 257,113 | 661,487 | — | 23,085 | 3,820,151 | | Leanne D. Cunningham Former Executive Vice President and Chief Financial Officer(10) | 2026 | 751,066 | 829,150 | 2,362,972 | 616,612 | 1,021,150 | 3,275,746 | 41,858 | 8,898,554 | | | 2025 | 729,190 | — | 1,204,949 | 616,607 | 662,158 | 1,087,460 | 48,362 | 4,348,726 | | | 2024 | 655,646 | — | 1,075,043 | 499,967 | 937,015 | 579,124 | 37,906 | 3,784,701 |

  99. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (1) Salary includes holiday bonus and is based on the fiscal year beginning May 1, 2025. The holiday bonus, which is provided to all salaried employees, is based on the employee’s tenure as shown in the table below: |

  100. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | Length of Continuous Service | Amount of Holiday Bonus | | 3 months but less than 6 months | 1/8 of monthly salary | | 6 months but less than 5 years | 1/4 of monthly salary | | 5 years but less than 10 years | 3/8 of monthly salary | | 10 years or more | 1/2 of monthly salary |

  101. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (2) The amounts disclosed in this column are for discretionary, one-time transaction-related recognitions paid to our NEOs in recognition of their contributions and extraordinary efforts and time commitment with respect to the potential business combination. |

  102. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (3) Includes the aggregate grant date fair value of PBRSUs (including the one-time PBRSUs for each NEO, except for Mr. Peters who did not receive the one-time PBRSU award) granted during the respective fiscal years, calculated in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The grant date fair value for the PBRSUs granted during fiscal 2026, assuming the maximum achievement of the performance goals would have been $16,159,055 for Mr. Whiting, $208,424 for Mr. Peters, $2,378,510 for Mr. Carr, $2,297,145 for Mr. Masick, $2,374,576 for Mr. Pafilis, and $3,544,459 for Ms. Cunningham. Assumptions used in the calculation of these amounts are included in Note 12 to our audited financial statements for the fiscal year ended April 30, 2026, which appear in our Annual Report on Form 10-K for fiscal 2026. |

  103. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (4) Includes the aggregate grant date fair value of SSARs granted during the respective fiscal years, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 12 to our audited financial statements for the fiscal year ended April 30, 2026. Note 12 appears in our Annual Report on Form 10-K for fiscal 2026. |

  104. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (5) Amounts listed for fiscal 2026 include short-term cash incentive compensation paid for the one-year performance period ended April 30, 2026, as approved by the Compensation Committee in May 2026 and paid on June 15, 2026. |

  105. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (6) Amounts represent changes between fiscal years in the actuarial present value of the accumulated pension benefits of each of the NEOs under the qualified pension or nonqualified plan. Pension values may fluctuate significantly from year to year depending on a number of factors including: age; years of service; average annual earnings; and the assumptions used to determine the present value, such as the discount rate and mortality tables. In general, the increased amounts for Mr. Whiting and Ms. Cunningham are attributable to standard adjustments for additional years of service and pay, updates to the nonqualified plan’s terms, and in Ms. Cunningham’s case only, actuarial changes triggered by her retirement on May 1, 2026. Please see the Fiscal 2026 Pension Benefits Table on page 55 for the assumptions used in calculating the change in pension value. None of the NEOs received above-market or preferential earnings (as these terms are defined by the SEC) on their non-qualified deferred compensation accounts. |

  106. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | | Qualified | Non-Qualified | Total | | Lawson E. Whiting | $131,379 | $5,249,848 | $5,381,227 | | James W. Peters(a) | — | — | — | | Michael E. Carr, Jr. | 26,454 | 353,716 | 380,170 | | Michael A. Masick | 44,266 | 314,215 | 358,481 | | Yiannis Pafilis(b) | — | — | — | | Leanne D. Cunningham | 590,092 | 2,685,654 | 3,275,746 |

  107. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (a) Mr. Peters will not become eligible for the pension plan until April 1, 2027 when he reaches one year of service with the Company. |

  108. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (b) Mr. Pafilis is not eligible for the plan as an employee based outside of the U.S. |

  109. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (7) The following table sets forth each component of the “All Other Compensation” column for fiscal 2026. |

  110. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | Name | 401(k) Matching Contribution | Cost of Company-Provided Life Insurance | Cost of Company Car and Aircraft Benefit(a)(b) | Security(c) | Other(d)(e) | Total | | Lawson E. Whiting | $17,352 | $2,496 | $140,264 | $99,128 | $5,000 | $264,240 | | James W. Peters | — | 172 | 1,200 | — | 1,315 | 2,687 | | Michael E. Carr, Jr. | 20,417 | 1,931 | 14,400 | 18,578 | 4,723 | 60,049 | | Michael A. Masick | 18,010 | 1,798 | 14,400 | 19,599 | 5,083 | 58,890 | | Yiannis Pafilis | — | 2,260 | 20,412 | — | 414 | 23,086 | | Leanne D. Cunningham | 7,292 | 2,496 | 14,400 | — | 17,671 | 41,859 |

  111. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (a) Values based on the cost to Brown-Forman during the fiscal year for a car allowance in lieu of a company car for all NEOs with the exception of Mr. Pafilis. Mr. Pafilis has a company-provided vehicle and the cost above is the aggregate cost to the Company for his vehicle. |

  112. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (b) Amounts shown for Mr. Whiting include $120,764 with respect to personal aircraft usage. We calculate the aggregate incremental cost based on the payments made by us to provide the applicable chartered aircraft benefit. |

  113. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (c) Includes other items related to security, such as the installation of a residential security system, monitoring services and transportation. With respect to Mr. Whiting, this includes private aircraft usage for travel for non-Company related business at the request of the Board of Directors. |

  114. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (d) LiveWell benefit that includes reimbursement of certain financial and wellness expenses, and up to $1,200 for the fiscal year for each NEO for Product Promotion-related expenses. |

  115. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (e) Includes a prorated holiday bonus payment for Ms. Cunningham covering the December 1, 2025—May 1, 2026 period. |

  116. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (8) Messrs. Peters, Carr, Masick, and Pafilis were not NEOs in fiscal 2024 or fiscal 2025. |

  117. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (9) Mr. Pafilis is based in the Netherlands and is paid in euros. The amount shown for Salary, Bonus, Non-Equity Incentive Plan Compensation, and All Other Compensation is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2025, to April 30, 2026, of €1 to $1.16313. |

  118. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | (10) Amounts do not reflect shares forfeited in connection with Ms. Cunningham’s retirement from the Company on May 1, 2026, which consisted of 24,743 one-time PBRSUs granted on July 3, 2025. |

  119. FISCAL 2026 SUMMARY COMPENSATION TABLE

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 51 |

  120. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information regarding the equity and non-equity awards granted to our NEOs during fiscal 2026 under our 2022 Omnibus Compensation Plan. For additional information on the fiscal 2026 awards, please see the Compensation Discussion and Analysis, which begins on page 32.

  121. Grants of Plan-Based Awards

    | FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE |

  122. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(3) | | | All Other Option Awards: Number of Securities | Exercise or Base Price of Option | Grant Date Fair Value of Stock and | | Name | Grant Date | Award Type(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | Underlying Options (#)(4) | Awards ($)(5) | Option Awards ($)(6) | | Lawson E. Whiting | | STC | $— | $1,650,000 | $3,300,000 | — | — | — | — | — | — | | | 7/3/2025 | PBRSU | — | — | — | 102,155 | 204,310 | 306,465 | — | — | $5,638,956 | | | 7/24/2025 | PBRSU | — | — | — | 83,192 | 166,383 | 249,575 | — | — | 5,133,747 | | | 7/24/2025 | SSAR | — | — | — | — | — | — | 288,238 | $31.15 | 2,366,434 | | James W. Peters | | STC | — | 70,068 | 140,136 | — | — | — | — | — | — | | | 4/23/2026 | PBRSU | — | — | — | 2,390 | 4,779 | 7,169 | — | — | 138,949 | | | 4/23/2026 | SSAR | — | — | — | — | — | — | 8,992 | 28.40 | 66,001 | | Michael E. Carr, Jr. | | STC | — | 425,000 | 850,000 | — | — | — | — | — | — | | | 7/3/2025 | PBRSU | — | — | — | 18,574 | 37,148 | 55,722 | — | — | 1,025,285 | | | 7/24/2025 | PBRSU | — | — | — | 9,081 | 18,162 | 27,243 | — | — | 560,389 | | | 7/24/2025 | SSAR | — | — | — | — | — | — | 31,463 | 31.15 | 258,311 | | Michael A. Masick | | STC | — | 370,000 | 740,000 | — | — | — | — | — | — | | | 7/3/2025 | PBRSU | — | — | — | 18,574 | 37,148 | 55,722 | — | — | 1,025,285 | | | 7/24/2025 | PBRSU | — | — | — | 8,202 | 16,404 | 24,606 | — | — | 506,145 | | | 7/24/2025 | SSAR | — | — | — | — | — | — | 28,418 | 31.15 | 233,312 | | Yiannis Pafilis(7) | | STC | — | 413,171 | 826,341 | — | — | — | — | — | — | | | 7/3/2025 | PBRSU | — | — | — | 18,574 | 37,148 | 55,722 | — | — | 1,025,285 | | | 7/24/2025 | PBRSU | — | — | — | 9,039 | 18,077 | 27,116 | — | — | 557,766 | | | 7/24/2025 | SSAR | — | — | — | — | — | — | 31,317 | 31.15 | 257,113 | | Leanne D. Cunningham(8) | | STC | — | 650,000 | 1,300,000 | — | — | — | — | — | — | | | 7/3/2025 | PBRSU | — | — | — | 18,574 | 37,148 | 55,722 | — | — | 1,025,285 | | | 7/24/2025 | PBRSU | — | — | — | 21,677 | 43,354 | 65,031 | — | — | 1,337,688 | | | 7/24/2025 | SSAR | — | — | — | — | — | — | 75,105 | 31.15 | 616,612 |

  123. Grants of Plan-Based Awards

    | (1) “STC” represents short-term (or annual) incentive compensation payable in cash. “PBRSU” represents Class B common performance-based restricted stock units. “SSAR” represents Class B common stock-settled stock appreciation rights. |

  124. Grants of Plan-Based Awards

    | (2) Amounts represent potential value of the short-term incentive compensation opportunity for the fiscal 2026 performance period. No amounts are payable if threshold adjusted organic operating income and organic net sales performance levels are not achieved. STC is capped at 200% of target. Please see the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2026 Summary Compensation Table on page 50 for amounts actually paid. These amounts include the short-term cash incentive compensation paid for the one-year performance period ended April 30, 2026. |

  125. Grants of Plan-Based Awards

    | (3) Amounts represent the estimated payouts of the PBRSU awards granted in fiscal 2026. PBRSU awards are subject to a three-year performance period. The final number of shares earned for each award will be determined by multiplying the number of units by the applicable three-year performance percentage and adjusting the resulting number upwards to account for dividend yields during the second and third years of the performance period. PBRSU awards granted in fiscal 2026 will vest following certification by the Compensation Committee regarding whether, and to what extent, the performance goals have been met, which is expected to be on or around mid to late May 2028. The estimated possible payouts for each award assume a 50% threshold and 150% maximum payout. |

  126. Grants of Plan-Based Awards

    | (4) The number of SSARs awarded for fiscal 2026 was determined by dividing the total cash value of each SSAR award by the Black-Scholes value ($8.21) of our Class B common stock as of the close of trading on the date of grant, July 24, 2025. Mr. Peters’ SSAR grant was issued on April 23, 2026 as part of our quarterly grant process with a Black-Scholes value of $7.34. SSARs become exercisable on the first day of the third fiscal year following the fiscal year of grant, and generally are exercisable for seven fiscal years after that (barring certain events that may cause an award to become exercisable earlier). SSARs granted in fiscal 2026 become exercisable on May 1, 2028, and expire April 30, 2035. |

  127. Grants of Plan-Based Awards

    | (5) The exercise price for the SSARs represents the closing price of our Class B common stock on the grant date. |

  128. Grants of Plan-Based Awards

    | (6) Calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts appear in Note 12 to our audited financial statements for the fiscal year ended April 30, 2026, which is included in our Annual Report on Form 10-K for fiscal 2026. |

  129. Grants of Plan-Based Awards

    | (7) Mr. Pafilis is based in the Netherlands and is paid in euros. The amount shown for STC is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2025, to April 30, 2026, of €1 to $1.16313. |

  130. Grants of Plan-Based Awards

    | (8) Due to Ms. Cunningham’s retirement from the Company on May 1, 2026, 24,743 shares of one-time PBRSUs granted on July 3, 2025, were forfeited. The amounts reflected above are the original number of shares granted and do not reflect the forfeitures. |

  131. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists the outstanding equity awards held by our NEOs as of April 30, 2026. The year-end values shown in the table are based on the April 30, 2026, closing prices for our Class A common stock, $26.28 per share, and our Class B common stock, $25.77 per share.

  132. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE

  133. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE

    | | | SSAR Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised SSARs Exercisable (#) | Number of Securities Underlying Unexercised SSARs Unexercisable (#) | SSAR Exercise Price ($) | SSAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Lawson E. Whiting | 7/27/2017 | 34,619 | — | $39.20 | 4/30/2027 | — | — | — | — | | | 7/26/2018 | 41,266 | — | 53.24 | 4/30/2028 | — | — | — | — | | | 7/25/2019 | 111,626 | — | 53.88 | 4/30/2029 | — | — | — | — | | | 7/30/2020 | 109,334 | — | 68.24 | 4/30/2030 | — | — | — | — | | | 7/22/2021 | 101,757 | — | 70.24 | 4/30/2031 | — | — | — | — | | | 7/28/2022 | 86,430 | — | 73.61 | 4/30/2032 | — | — | — | — | | | 7/27/2023 | — | 101,906 | 69.87 | 4/30/2033 | — | — | — | — | | | 7/25/2024 | — | 183,445 | 45.07 | 4/30/2034 | — | — | — | — | | | 7/24/2025 | — | 288,238 | 31.15 | 4/30/2035 | — | — | — | — | | | 7/27/2023 | — | — | — | — | 36,389 | $956,303 | — | — | | | 7/25/2024 | — | — | — | — | — | — | 109,505 | $2,821,944 | | | 7/3/2025 | — | — | — | — | — | — | 204,310 | 5,265,069 | | | 7/24/2025 | — | — | — | — | — | — | 166,383 | 4,287,690 | | James W. Peters | 4/23/2026 | — | 8,992 | 28.40 | 4/30/2035 | — | — | — | — | | | 4/23/2026 | — | — | — | — | — | — | 4,779 | 123,155 | | Michael E. Carr, Jr. | 7/22/2021 | 1,840 | — | 70.24 | 4/30/2031 | — | — | — | — | | | 7/28/2022 | 1,518 | — | 73.61 | 4/30/2032 | — | — | — | — | | | 7/27/2023 | — | 1,677 | 69.87 | 4/30/2033 | — | — | — | — | | | 7/25/2024 | — | 10,335 | 45.07 | 4/30/2034 | — | — | — | — | | | 7/24/2025 | — | 31,463 | 31.15 | 4/30/2035 | — | — | — | — | | | 7/27/2023 | — | — | — | — | 611 | 15,745 | — | — | | | 7/25/2024 | — | — | — | — | — | — | 6,170 | 159,001 | | | 7/3/2025 | — | — | — | — | — | — | 37,148 | 957,304 | | | 7/24/2025 | — | — | — | — | — | — | 18,162 | 468,035 | | Michael A. Masick | 7/25/2019 | 2,735 | — | 53.88 | 4/30/2029 | — | — | — | — | | | 7/22/2021 | 2,055 | — | 70.24 | 4/30/2031 | — | — | — | — | | | 7/28/2022 | 1,935 | — | 73.61 | 4/30/2032 | — | — | — | — | | | 7/27/2023 | — | 1,677 | 69.87 | 4/30/2033 | — | — | — | — | | | 7/25/2024 | — | 8,865 | 45.07 | 4/30/2034 | — | — | — | — | | | 7/24/2025 | — | 28,418 | 31.15 | 4/30/2035 | — | — | — | — | | | 7/27/2023 | — | — | — | — | 611 | 15,745 | — | — | | | 7/25/2024 | — | — | — | — | — | — | 5,293 | 136,401 | | | 7/3/2025 | — | — | — | — | — | — | 37,148 | 957,304 | | | 7/24/2025 | — | — | — | — | — | — | 16,404 | 422,731 |

  134. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 53 |

  135. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

  136. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | | | SSAR Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised SSARs Exercisable (#) | Number of Securities Underlying Unexercised SSARs Unexercisable (#) | SSAR Exercise Price ($) | SSAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Yiannis Pafilis | 7/22/2021 | 1,563 | — | 70.24 | 4/30/2031 | — | — | — | — | | | 7/28/2022 | 1,110 | — | 73.61 | 4/30/2032 | — | — | — | — | | | 7/27/2023 | — | 1,332 | 69.87 | 4/30/2033 | — | — | — | — | | | 10/26/2023 | — | 61 | 55.96 | 4/30/2033 | — | — | — | — | | | 4/25/2024 | — | 813 | 48.11 | 4/30/2033 | — | — | — | — | | | 7/25/2024 | — | 7,673 | 45.07 | 4/30/2034 | — | — | — | — | | | 7/24/2025 | — | 31,317 | 31.15 | 4/30/2035 | — | — | — | — | | | 7/27/2023 | — | — | — | — | 485 | 12,498 | — | — | | | 10/26/2023 | — | — | — | — | 23 | 593 | — | — | | | 4/25/2024 | — | — | — | — | 272 | 7,148 | — | — | | | 7/25/2024 | — | — | — | — | — | — | 4,581 | 118,052 | | | 7/3/2025 | — | — | — | — | — | — | 37,148 | 957,304 | | | 7/24/2025 | — | — | — | — | — | — | 18,077 | 465,844 | | Leanne D. Cunningham(7) | 7/27/2017 | 6,213 | — | 39.20 | 4/30/2027 | — | — | — | — | | | 7/26/2018 | 3,856 | — | 53.24 | 4/30/2028 | — | — | — | — | | | 7/25/2019 | 3,948 | — | 53.88 | 4/30/2029 | — | — | — | — | | | 7/30/2020 | 3,008 | — | 68.24 | 4/30/2030 | — | — | — | — | | | 7/22/2021 | 12,628 | — | 70.24 | 4/30/2031 | — | — | — | — | | | 7/28/2022 | 16,125 | — | 73.61 | 4/30/2032 | — | — | — | — | | | 7/27/2023 | — | 22,987 | 69.87 | 4/30/2033 | — | — | — | — | | | 7/25/2024 | — | 47,799 | 45.07 | 4/30/2034 | — | — | — | — | | | 7/24/2025 | — | 75,105 | 31.15 | 4/30/2035 | — | — | — | — | | | 7/27/2023 | — | — | — | — | 8,208 | 215,706 | — | — | | | 7/25/2024 | — | — | — | — | — | — | 28,533 | 735,295 | | | 7/3/2025 | — | — | — | — | — | — | 37,148 | 957,304 | | | 7/24/2025 | — | — | — | — | — | — | 43,354 | 1,117,233 |

  137. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | (1) SSAR awards are exercisable for shares of Class B common stock. All SSARs vest and become fully exercisable on the first day of the third fiscal year following the fiscal year of grant, and generally are exercisable for seven fiscal years after that (barring certain events that may require an award to become exercisable earlier). |

  138. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | (2) Represents Class A and Class B common PBRSU awards with a three-year performance period. The PBRSU awards granted on July 27, 2023, October 26, 2023, and April 25, 2024, vested on May 27, 2026. The PBRSU awards granted on July 25, 2024, will vest on or about May 31, 2027, and the PBRSU awards granted on July 3, 2025, and July 24, 2025, will vest on or about May 31, 2028. |

  139. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | (3) Reflects the number of shares of restricted Class A or Class B common stock that were issued on May 27, 2026, upon satisfaction of the performance measures prescribed for the performance-based restricted stock awards granted on July 27, 2023. The number of shares issued was determined by multiplying the target award by a three-year performance percentage of 55%, and then adjusting the resulting number upwards to account for dividend yields during the second and third years of the performance period. |

  140. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | (4) Market value for the PBRSU awards was determined by multiplying the number of Class A shares by $26.28 or Class B shares by $25.77 (the closing price on April 30, 2026). |

  141. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | (5) Amounts shown represent the estimated payout of PBRSUs based on a performance multiplier of 100% of target for the awards granted in fiscal 2025 and fiscal 2026. PBRSU awards are initially determined as a cash value, which is converted to units, and then subject to a three-year performance period. The number of shares of PBRSUs ultimately awarded will be determined by multiplying the initial number of units by a three-year performance adjustment factor and adjusting the resulting number to account for dividend yields during the second and third years of the performance period. |

  142. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | (6) The market value for the PBRSU awards was determined by multiplying the number of Class B shares by $25.77 (the closing price of our Class B common stock on April 30, 2026). |

  143. OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR END TABLE (CONT.)

    | (7) Amounts shown for Ms. Cunningham include the 24,743 shares of her one-time PBRSUs granted on July 3, 2025, which were forfeited on May 1, 2026 in connection with her retirement. |

  144. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows all SSAR awards exercised by the NEOs during fiscal 2026 and the value realized upon exercise, as well as all stock awards in which our NEOs vested during fiscal 2026 and the value realized upon vesting.

  145. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

  146. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

    | | SSAR Awards(1) | | Stock Awards(2) | | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(3) | Number of Class A Shares Acquired on Vesting(4) | Number of Class B Shares Acquired on Vesting(4) | Value Realized on Vesting(5) | | Lawson E. Whiting | — | — | 36,389 | — | $972,314 | | James W. Peters | — | — | — | — | — | | Michael E. Carr, Jr. | — | — | — | 611 | 15,849 | | Michael A. Masick | — | — | — | 611 | 15,849 | | Yiannis Pafilis | — | — | 272 | 508 | 20,445 | | Leanne D. Cunningham | — | — | 8,208 | — | 219,318 |

  147. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) All SSAR awards are settled in Class B common stock. |

  148. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) Stock awards are in the form of Class A or Class B common stock. |

  149. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) Equals the difference between the SSAR exercise price and the market price of the underlying shares at time of exercise, multiplied by the number of SSAR awards exercised. |

  150. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

    | (4) The grant dates for the awards of Class A common PBRSUs shown in the table were July 27, 2023 and April 26, 2024. The grant dates for the awards of Class B common PBRSUs shown in the table were July 27, 2023 and October 26, 2023. The vesting date of each grant of Class A and Class B PBRSUs was May 27, 2026, and the closing price of the relevant class of common stock on May 27, 2026, was used to determine value realized upon vesting. |

  151. FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE

    | (5) Equals the sum of the closing price of each underlying security on the vesting date multiplied by the number of shares of the applicable class of common stock that vested. The closing price of our Class A common stock on May 27, 2026, was $26.72. The closing price of our Class B common stock on May 27, 2026, was $25.94. |

  152. Pension Benefits

    Pension Benefits We maintain both tax-qualified and non-qualified supplemental excess retirement plans. The following table shows the present value of accumulated pension benefits payable to each of our NEOs under our tax-qualified plan (the Brown-Forman Corporation Salaried Employees Retirement Plan) and under our non-qualified excess plan (the Brown-Forman Supplemental Executive Retirement Plan or SERP), based on the pension earned as of our most recent FASB ASC Topic 715 measurement date, April 30, 2026. These plans are described below the table.

  153. FISCAL 2026 PENSION BENEFITS TABLE

    FISCAL 2026 PENSION BENEFITS TABLE

  154. FISCAL 2026 PENSION BENEFITS TABLE

    | Name | Plan Name | Number of Years of Service | Present Value of Accumulated Benefit(1) (2) | Payments During Last Fiscal Year | | Lawson E. Whiting | Qualified (FAP) | 28.83 | $1,159,333 | — | | | Non-Qualified | 28.83 | 14,670,524 | — | | James W. Peters(3) | Qualified (Cash Balance) | — | — | — | | | Non-Qualified | — | — | — | | Michael E. Carr, Jr. | Qualified (Cash Balance) | 12.58 | 158,228 | — | | | Non-Qualified | 12.58 | 379,654 | — | | Michael A. Masick | Qualified (FAP) | 15.75 | 347,017 | — | | | Non-Qualified | 15.75 | 472,326 | — | | Yiannis Pafilis(4) | Netherlands Pension Plan | 27.50 | 1,288 | — | | | Germany Pension Plan | 27.50 | 113,155 | — | | Leanne D. Cunningham | Qualified (FAP) | 30.83 | 1,611,338 | — | | | Non-Qualified | 30.83 | 5,228,835 | — |

  155. FISCAL 2026 PENSION BENEFITS TABLE

    | (1) Actuarial present value of each NEO’s accumulated pension benefit as of our FASB ASC Topic 715 measurement date, April 30, 2026, using a 5.75% discount rate for FAP values and expected retirement age of 65, except for Ms. Cunningham, whose commencement date is June 1, 2026 following her retirement from the Company. |

  156. FISCAL 2026 PENSION BENEFITS TABLE

    | (2) The present value of accumulated benefits for the SERP includes the impact of a one-time PBRSU award granted to the executive leadership team in 2025, except in the case of Mr. Pafilis, who is not eligible for the SERP. |

  157. FISCAL 2026 PENSION BENEFITS TABLE

    | (3) Mr. Peters will not become eligible for the pension plan until April 1, 2027 when he reaches one year of service with the Company. |

  158. FISCAL 2026 PENSION BENEFITS TABLE

    | (4) The amount above disclosed as the “Present Value of Accumulated Benefits” for the Netherlands Pension Plan is the monthly annuity benefit Mr. Pafilis would be entitled to as of April 30, 2026. The Netherlands Pension Plan sponsor does not provide lump sum valuations or actuarial equivalents. Mr. Pafilis resided in Germany from September 1, 2017-August 31, 2023, and was eligible for the pension plan, for which Brown-Forman pays a guaranteed capital sum or monthly pension. The amount shown for both plans is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2025, to April 30, 2026, of €1 to $1.16313. |

  159. FISCAL 2026 PENSION BENEFITS TABLE

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 55 |

  160. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation As noted above, effective January 1, 2025, the ESP was frozen to new entrants and contributions, and none of our U.S.-based NEOs made or received any contributions to the ESP during the last fiscal year. However, NEOs with existing ESP accounts continue to have their account balances adjusted for earnings and losses based on their deemed investment elections. In addition, Mr. Pafilis is entitled to contributions and earnings under the Netherlands DC Plan. The following table provides information on contributions to and earnings under these plans for our NEOs for fiscal 2026.

  161. FISCAL 2026 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    FISCAL 2026 NON-QUALIFIED DEFERRED COMPENSATION TABLE

  162. FISCAL 2026 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2) | | Lawson E. Whiting | — | — | — | — | — | | James W. Peters | — | — | — | — | — | | Michael E. Carr, Jr. | — | — | $139,853 | — | $622,947 | | Michael A. Masick | — | — | 86,871 | — | 506,130 | | Yiannis Pafilis(3) | $5,329 | $6,546 | 4,438 | — | 37,641 | | Leanne D. Cunningham | — | — | 94,078 | — | 581,746 |

  163. FISCAL 2026 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (1) NEOs participating in the ESP may notionally invest their plan balances in mutual funds within generally the same asset classes available to participants in our qualified 401(k) savings plan. The ESP does not guarantee a return on deferred amounts. Earnings in this column represent deemed investment earnings or losses attributable to the change in market value of the notional investments. These amounts are not reported in the Fiscal 2026 Summary Compensation Table because the ESP does not provide for above-market or preferential earnings. |

  164. FISCAL 2026 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (2) Amounts include compensation previously earned and disclosed, as required, in the Summary Compensation Table of our proxy statements. Amounts also include deemed investment earnings and losses attributable to the change in market value of the notional investments, which were not disclosed in our prior proxy statements because the ESP does not provide for above-market or preferential earnings. |

  165. FISCAL 2026 NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | (3) Mr. Pafilis is not eligible for the ESP as an employee outside of the United States. Instead of the ESP, the Company maintains an analogous defined contribution retirement plan (Netherlands DC Plan) for Mr. Pafilis to supplement the retirement benefits that are capped under the Netherlands Pension Plan. The Netherlands DC Plan is an account balance plan that consists of both employee and employer contributions calculated as a fixed percentage of Mr. Pafilis’s salary. |

  166. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Other than the Brown-Forman Corporation Executive Change in Control Severance Plan (the “CIC Severance Plan”) (described on page 49) we do not provide our NEOs with any separate contract, agreement, or arrangement that allows for payments or benefits upon termination or a change in control or that discriminates in favor of an NEO in scope or terms of operation. We offer certain benefits to executives whose employment terminates before incentive awards are paid, depending upon the circumstances surrounding their termination. These benefits, shown in the table below, are intended to continue to link an executive’s compensation to Brown-Forman’s performance after the executive’s employment has ended and to avoid penalizing executives in situations where the termination was outside of their control. The table also includes relevant benefits provided under the CIC Severance Plan for a CIC Qualifying Termination.

  167. Potential Payments Upon Termination or Change in Control

    | TREATMENT OF SHORT-TERM AND LONG-TERM INCENTIVE AWARDS UPON TERMINATION OF EMPLOYMENT |

  168. Potential Payments Upon Termination or Change in Control

    | Termination Event | Short-Term Cash Incentives | Performance-Based Restricted Stock | SSARs | | Retirement(1) | Awards granted in the fiscal year of termination are prorated based on the time worked during that fiscal year, and paid at a target level of performance at the time of termination. | Awards granted in the fiscal year of retirement are prorated based on the time worked during that year, adjusted for performance, and paid soon after the end of the performance period. However, the one-time PBRSU awards are prorated based on days worked across the total performance period. Other outstanding unpaid awards are not reduced, but are adjusted for performance and paid soon after the end of the performance period. | Awards granted in the fiscal year of termination are prorated based on the time worked during that year. Other outstanding awards are not reduced. All awards become exercisable at the same time and in the same manner as for active employees. Retirees must exercise awards by the earlier of the original expiration date or the end of seven years following the date of retirement. | | Involuntary Not for Cause | Awards granted in the fiscal year of termination are prorated based on the time worked during that fiscal year, and paid at a target level of performance at the time of termination. | Awards granted in the fiscal year of termination are prorated based on the time worked during that year, adjusted for performance, and paid soon after the end of the performance period. Other outstanding unpaid awards are not reduced, but are adjusted for performance and paid soon after the end of the performance period. | Awards granted in the fiscal year of termination are prorated based on the time worked during that year. Other outstanding awards are not reduced. All awards become exercisable at the same time and in the same manner as for active employees. Awards must be exercised by the earlier of the original expiration date or the later of twelve months following the date of termination or twelve months following the first exercise date. | | CIC Qualifying Termination | Awards for the fiscal year of termination are prorated based on time worked during that fiscal year and are paid in a lump sum on the 60th day following the termination date based on actual results if available and otherwise at target. | All unvested equity awards and nonqualified deferred compensation are fully vested, with any performance-based equity awards vesting at target. | All unvested equity awards are fully vested. | | Death/Permanent Disability | Awards granted in the fiscal year of death or permanent disability are prorated based on the time worked during that fiscal year and are paid upon death or permanent disability at a target level of performance. | Awards granted in the fiscal year of death or permanent disability are prorated based on the time worked during that year and become payable shortly after death or permanent disability at a target level of performance. Other outstanding unpaid awards are not reduced and become payable shortly after death or permanent disability at a target level of performance. | Awards granted in the fiscal year of death or permanent disability are prorated based on the time worked during that year. Other outstanding awards are not reduced. All awards become exercisable on the date of death or permanent disability. Awards must be exercised by the earlier of the expiration date or the end of five years following the date of death or termination of employment due to disability. | | Voluntary Termination or Involuntary for Poor Performance | Awards granted in the fiscal year of termination are forfeited. | All unearned or nonvested awards are forfeited. | All nonvested awards are forfeited. Exercisable awards may be exercised for up to 30 days, or, if earlier, until the original expiration date. | | Involuntary for Cause | Awards granted in the fiscal year of termination are forfeited. | All unearned or nonvested awards are forfeited. | All outstanding awards are forfeited, whether or not vested. |

  169. Potential Payments Upon Termination or Change in Control

    | (1) Retirement applies to those executives who leave Brown-Forman at or after age 55 with at least five years of service or at or after age 65 with any service. |

  170. Potential Payments Upon Termination or Change in Control

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 59 |

  171. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

  172. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | Name | Cash Severance ($)(1) | Death Benefit ($)(2) | Holiday Bonus ($)(3) | STC ($)(4) | PBRSUs ($)(5) | SSARs ($)(6) | Total ($) | | Lawson E. Whiting (7) | | | | | | | | | Voluntary Termination | — | — | $21,923 | $2,493,150 | $9,819,358 | — | $12,334,431 | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | — | 21,923 | 2,493,150 | 13,331,005 | — | 15,846,078 | | Retirement | — | — | 21,923 | 2,493,150 | 9,819,358 | — | 12,334,431 | | Death | — | $3,000,000 | 21,923 | 1,650,000 | 14,010,449 | — | 18,682,372 | | CIC Qualifying Termination | $11,321,045 | — | 21,923 | 1,650,000 | 14,010,449 | — | 27,003,416 | | James W. Peters | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | — | 1,430 | 105,874 | 123,155 | — | 230,459 | | Retirement | — | — | 1,430 | 105,874 | 123,155 | — | 230,459 | | Death | — | 2,250,000 | 1,430 | 70,068 | 123,155 | — | 2,444,653 | | CIC Qualifying Termination | 1,917,497 | — | 1,430 | 70,068 | 123,155 | — | 2,112,150 |

  173. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | Name | Cash Severance ($)(1) | Death Benefit ($)(2) | Holiday Bonus ($)(3) | STC ($)(4) | PBRSUs ($)(5) | SSARs ($)(6) | Total ($) | | Michael E. Carr, Jr. | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | — | $10,859 | $701,675 | $1,600,085 | — | $2,312,619 | | Retirement | — | — | 10,859 | 701,675 | 961,591 | — | 1,674,125 | | Death | — | $2,786,000 | 10,859 | 425,000 | 1,611,243 | — | 4,833,102 | | CIC Qualifying Termination | $2,709,695 | — | 10,859 | 425,000 | 1,611,243 | — | 4,756,797 | | Michael A. Masick | | | | | | | | | Voluntary Termination | — | — | — | — | — | — | — | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | — | 9,730 | 603,470 | 1,532,181 | — | 2,145,381 | | Retirement | — | — | 9,730 | 603,470 | 893,687 | — | 1,506,887 | | Death | — | 1,607,000 | 9,730 | 370,000 | 1,543,340 | — | 3,530,070 | | CIC Qualifying Termination | 2,379,224 | — | 9,730 | 370,000 | 1,543,340 | — | 4,302,294 | | Yiannis Pafilis(7)(8) | | | | | | | | | Voluntary Termination | — | — | 10,865 | 661,487 | 922,946 | — | 1,595,298 | | Involuntary Termination for Cause | — | — | — | — | — | — | — | | Involuntary Termination Not for Cause | — | — | 10,865 | 661,487 | 1,561,440 | — | 2,233,792 | | Retirement | — | — | 10,865 | 661,487 | 922,946 | — | 1,595,298 | | Death | — | 930,504 | 10,865 | 413,171 | 1,575,943 | — | 2,930,483 | | CIC Qualifying Termination | 2,583,651 | — | 10,865 | 413,171 | 1,575,943 | — | 4,583,630 | | Leanne D. Cunningham(7) | | | | | | | | | Retirement | — | — | 12,527 | 1,021,150 | 2,387,044 | — | 3,420,721 |

  174. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (1) On a CIC Qualifying Termination under the Executive Change in Control Severance Plan, Mr. Whiting would be entitled to a cash payment totaling three times the sum of Mr. Whiting’s annual base salary plus the greater of his then-current target bonus amount and the amount of the annual bonus opportunity earned for the fiscal year ended on or prior to his termination date. Messrs. Peters, Carr, Masick, and Pafilis would be entitled to a cash payment totaling two times the sum of each of their annual base salaries plus the greater of their then-current target bonus amount and the amount of the annual bonus opportunity earned for the fiscal year ended on or prior to their termination date. All NEOs would also receive the aggregate cost of 18 months of COBRA premiums for continued medical coverage for the NEO and his or her eligible dependents, and a $10,000 lump sum tax preparation payment. Additionally, each NEO is eligible for 12 months of outplacement services. The estimated value of these outplacement services—which is excluded from the figures in the table above—is $22,550 for each NEO, except for Mr. Pafilis, whose outplacement services are valued at $24,285. Amounts payable to an NEO in the event of a change in control that would otherwise be subject to the 20% excise tax on excess parachute payments under Sections 280G and 4999 of the Internal Revenue Code will be reduced if the after-tax value of the reduced payments would equal or exceed the after-tax value of the unreduced payments after payment of the excise tax. |

  175. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (2) Death benefit includes amounts provided by Brown-Forman as an insurance benefit (generally available to all salaried employees) and additional amounts elected and paid for by each NEO as optional insurance coverage. |

  176. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (3) Prorated holiday bonus is provided in the event of involuntary termination not for cause, retirement, death/permanent disability, and termination upon change in control. Holiday bonus is calculated based on a December 1 to November 30 payment cycle. |

  177. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (4) A prorated portion of short-term cash incentives may continue, or be immediately earned and promptly paid out, as described below in the event of involuntary termination not for cause, retirement, death/permanent disability, and CIC Qualifying Termination. In the event of retirement or involuntary termination not for cause, awards are prorated and based on target levels of performance and are paid immediately upon termination. In the event of a CIC Qualifying Termination, awards are prorated and paid on the 60th day following the termination, based on actual results if available and otherwise at target. Short-term cash incentives shown for retirement and involuntary termination not for cause are performance-adjusted awards paid for fiscal 2026. In the event of death/permanent disability, awards are paid as soon as practicable after termination at a target level of performance and are shown at target in the table. Awards shown are not pro-rated because termination is assumed to have occurred on the last day of our fiscal year. |

  178. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (5) A prorated portion of PBRSU awards may continue, or vest and be promptly paid out, as described below, in the event of involuntary termination not for cause, retirement, or death/permanent disability. In the event of a CIC Qualifying termination, all PBRSUs vest at target performance. In the event of retirement or involuntary termination not for cause, awards remain outstanding, and amounts earned, if any, are based on actual Company performance and are generally paid at the same time and in the same manner as to active employees. The performance measures for our PBRSUs granted in fiscal 2024 and fiscal 2025 are based on (i) the TSR relative to the S&P 500 Consumer Staples Index over a three-year performance period and (ii) the CAGR of the Company’s adjusted operating income relative to the S&P 500 Consumer Staples Index over a three-year performance period. The performance measures for our regular PBRSUs granted in fiscal 2026 are based on (i) the TSR relative to our custom peer group over a three-year performance period, and (ii) the CAGR of the Company’s adjusted operating income relative to our custom peer group over a three-year performance period. The performance measures for the one-time PBRSUs granted in fiscal 2026 are based on (i) the Company ROIC relative to our custom peer group over a three-year performance period and (ii) the Company’s adjusted operating income relative to our custom peer group. The market has been volatile during the open performance periods, and, based on this uncertainty, we are unable to provide a narrow estimate of the possible payout results. Values shown for PBRSUs granted in fiscal 2024 in instances of retirement or involuntary termination not for cause are based on the April 30, 2026, market value of restricted shares at actual payout. Awards granted in fiscal 2025 and fiscal 2026 are shown at an estimated payout of 100% of target, even though actual payouts may vary between 0% and 150% of target. In the event of death/permanent disability, awards are paid as soon as practicable after termination at the target level of performance. In the event of a CIC Qualifying Termination, awards are paid on the 60th day following termination at the target level of performance. |

  179. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (6) Continued vesting of a prorated portion of SSARs is provided in the event of involuntary termination not for cause, retirement, or death/permanent disability. In the event of retirement or involuntary termination not for cause, SSARs become vested at the same time and in the same manner as they do for active employees. In the event of retirement, SSARs must be exercised by the sooner of the original expiration date or the end of seven years following the date of retirement. Employees terminated not for cause must exercise their SSARs by the sooner of the original expiration date or 12 months following vesting or, if vested, 12 months following termination. In the event of death/permanent disability, SSARs vest immediately and must be exercised by the sooner of the original expiration date or five years following the date of death or termination due to disability. In the event of a CIC Qualifying Termination, SSARs vest immediately and remain exercisable until 30 days following the originally scheduled vesting date. Awards granted in the year of termination are adjusted pro rata based on the time worked during the fiscal year, except in the case of a CIC Qualifying Termination, which results in full vesting of unvested awards. Awards shown are not pro-rated because termination is assumed to have occurred on the last day of our fiscal year. Amounts shown represent the value realized upon vesting or non-forfeitability of nonvested SSARs based upon the difference between the exercise price and the closing price of our Class B common stock on April 30, 2026. |

  180. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (7) As they are retirement-eligible, Mr. Whiting and Mr. Pafilis would each be treated as a retiree in the event of a voluntary termination. Ms. Cunningham retired on May 1, 2026, and, in accordance with SEC disclosure rules, the table only includes the payments and benefits actually provided to Ms. Cunningham in connection with her retirement. |

  181. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (8) The amount shown for STC is the U.S.-dollar equivalent based on the Bloomberg average exchange rate from May 1, 2025, to April 30, 2026, of €1 to $1.16313. |

  182. FISCAL 2026 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 61 |

  183. Stock Owned by Directors and Executive Officers

    Stock Owned by Directors and Executive Officers The following table sets forth, as of June 9, 2026, the number and percentages of shares of our Class A and Class B common stock beneficially owned by each current director, each director nominee, each NEO, and by all directors and executive officers as a group. Some shares shown below are beneficially owned by more than one person. As of the close of business on June 9, 2026, there were 168,480,849 shares of Class A common stock and 290,383,416 shares of Class B common stock outstanding.

  184. Stock Owned by Directors and Executive Officers

    | STOCK BENEFICIALLY OWNED BY DIRECTORS AND EXECUTIVE OFFICERS AS OF JUNE 9, 2026 |

  185. Stock Owned by Directors and Executive Officers

    | | Class A Common Stock(2)(3) Voting or Investment Power | | | | Class B Common Stock(2)(3) Investment Power | | | | | Name(1) | Sole | Shared | Total | % of class | Sole | Shared | Total | % of class | | Campbell P. Brown | 3,917,120 | — | 3,917,120 | 2.3% | 2,576,633 | 220,180 | 2,796,813 | * | | Elizabeth M. Brown | — | — | — | * | 685,307 | 15,576 | 700,883 | * | | Michael E. Carr, Jr. | — | — | — | * | 6,076(4) | — | 6,076 | * | | Mark A. Clouse | — | — | — | * | — | — | — | * | | Leanne D. Cunningham | 11,757 | — | 11,757 | * | 72,487(4) | — | 72,487 | * | | Marshall B. Farrer | 4,577 | — | 4,577 | * | 53,762 | 2,720 | 56,482 | * | | Michael A. Masick | 292 | — | 292 | * | 9,674 | — | 9,674 | * | | W. Austin Musselman, Jr. | 6,035,784 | — | 6,035,784 | 3.6% | 4,628,734 | 7,301 | 4,636,035 | 1.6% | | Yiannis Pafilis | 177 | — | 177 | * | 5,387 | — | 5,387 | * | | James W. Peters | — | — | — | * | — | — | — | * | | Michael J. Roney | — | — | — | * | — | — | — | * | | Jan E. Singer | — | — | — | * | — | — | — | * | | Tracy L. Skeans | — | — | — | * | — | — | — | * | | Elizabeth A. Smith | — | — | — | * | — | — | — | * | | Michael A. Todman | — | — | — | * | — | — | — | * | | Lawson E. Whiting | 26,916 | — | 26,916 | * | 586,941 | — | 586,941 | * |

  186. Stock Owned by Directors and Executive Officers

    | | Class A Common Stock(2)(3) Voting or Investment Power | | | | Class B Common Stock(2)(3) Investment Power | | | | | Name(1) | Sole | Shared | Total | % of class | Sole | Shared | Total | % of class | | All Directors and Executive Officers as a Group (22 persons, including those named above) (5) | 10,003,234 | 500 | 10,003,734(6) | 5.9% | 8,750,358 | 245,777 | 8,996,135(7) | 3.1% |

  187. Stock Owned by Directors and Executive Officers

    | * Represents less than 1% of the class. |

  188. Stock Owned by Directors and Executive Officers

    | (1) The address for each person named in the table is 850 Dixie Highway, Louisville, Kentucky 40210. |

  189. Stock Owned by Directors and Executive Officers

    | (2) Based upon Company information, information furnished to Brown-Forman by the named persons, and information contained in filings with the SEC. Under SEC rules, a person is deemed to beneficially own shares over which the person has or shares voting or investment power or as to which the person has the right to acquire beneficial ownership within 60 days (including shares underlying SSARs that are exercisable within 60 days). The named persons hold voting and investment power over the Class A shares and investment power over the Class B shares, shown in the table except Campbell P. Brown and W. Austin Musselman, Jr., hold investment power but not voting power over such shares. |

  190. Stock Owned by Directors and Executive Officers

    | (3) Includes the following Class B SSARs that are currently exercisable or that will become exercisable on or before August 8, 2026 (60 days after June 9, 2026). Class A and Class B DSUs, which are described in “Director Compensation” beginning on page 26, are not included in the main table. |

  191. Stock Owned by Directors and Executive Officers

    | | Class A | Class B | | | Name | Deferred Stock Units | SSARs | Deferred Stock Units | | Campbell P. Brown | 32,662 | 30,045 | — | | Elizabeth M. Brown | 13,178 | — | — | | Michael E. Carr, Jr. | — | 5,035 | — | | Mark A. Clouse | 17,553 | — | — | | Leanne D. Cunningham | — | 68,765 | — | | Marshall B. Farrer | 5,145 | 34,745 | — | | Michael A. Masick | — | 8,402 | — | | W. Austin Musselman, Jr. | — | — | — | | Yiannis Pafilis | — | 4,879 | — | | James W. Peters | — | — | — | | Michael J. Roney | 46,308 | — | 4,583 | | Jan E. Singer | 14,319 | — | — | | Tracy L. Skeans | 31,204 | — | — | | Elizabeth A. Smith | 18,379 | — | — | | Michael A. Todman | 35,768 | — | 3,103 | | Lawson E. Whiting | — | 586,938 | — |

  192. Stock Owned by Directors and Executive Officers

    | (4) Includes Class B common stock held in the 401(k) plan as of the close of business on June 9, 2026, as follows: Michael E. Carr, Jr., 426 shares; and Leanne D. Cunningham, 14 shares. |

  193. Stock Owned by Directors and Executive Officers

    | (5) “All Directors and Executive Officers as a Group” includes 22 individuals, including those directors and named executive officers named in the table. In calculating the aggregate number of shares and percentages owned by all directors and executive officers as a group, each share is counted only once. |

  194. Stock Owned by Directors and Executive Officers

    | (6) Directors and executive officers as a group hold 214,515 Class A DSUs, which are not included in the main table. |

  195. Stock Owned by Directors and Executive Officers

    | (7) Includes 842,381 Class B SSARs held by all directors and executive officers as a group that are exercisable on or before August 8, 2026 (60 days after June 9, 2026). Also includes 7,481 shares of Class B common stock held in the 401(k) plan by directors and executive officers as a group. Directors and executive officers as a group hold 7,686 Class B DSUs, which are not included in the main table. |

  196. Stock Owned by Directors and Executive Officers

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 63 |

  197. Stock Owned by Directors and Executive Officers

    | | PAY RATIO DISCLOSURE CEO Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to disclose the ratio between the annual total compensation of our CEO and the annual total compensation of our “median employee.” In fiscal 2026, the annual total compensation for our CEO, Mr. Whiting, was $25,304,882 as disclosed in the Fiscal 2026 Summary Compensation Table on page 50. In order to determine the annual total compensation of our median employee, Brown-Forman: • Identified our global employee population as of February 1, 2026. • Compared payroll data of our global employee population using a consistently applied compensation measure of base salary (including overtime) and holiday bonus paid to our employees during the most recent tax year of January 1, 2025, to December 31, 2025. • Used the consistently applied compensation measure to identify the median employee. • Calculated the annual total compensation of our median employee in the same manner used to determine our CEO’s total compensation as disclosed in the Fiscal 2026 Summary Compensation Table. In identifying our median employee, we did not utilize material estimates, statistical sampling, or assumptions. Following the above methodology, our median employee for fiscal 2026 received annual total compensation of $57,651 in fiscal 2026. Consequently, the ratio of the annual total compensation for our CEO to the annual total compensation for our median employee in fiscal 2026 was 439-to-1. Given the impact of company performance on CEO pay, combined with employee demographics, varying competitive pay practices, and SEC rules that provide wide flexibility for how a company may calculate its pay ratio, we believe it is important to note that our reported ratio may not have been calculated in the same way as that of other companies. As a result, these ratios may not be a useful basis for comparison. Additional details on our compensation philosophy, objectives, and the decisions of our Compensation Committee may be found in our “Compensation Discussion and Analysis” beginning on page 32. |

  198. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  199. Pay Versus Performance Table

    Pay Versus Performance Table The table below shows the total compensation for our PEO and the average total compensation for our non-PEO NEOs (as set forth in the Summary Compensation Table on page 50), the CAP for our PEO and the average CAP for our non-PEO NEOs, our absolute TSR, the TSR of our peer group over the same period, our reported net income, our organic net sales growth and adjusted organic operating income growth for the last five fiscal years.

  200. PAY VS PERFORMANCE

    PAY VS PERFORMANCE

  201. PAY VS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | B-F TSR (4) | Peer Group TSR (4)(5) | Reported Net Income (in millions) | Organic Net Sales Change | Adjusted Organic Operating Income Change (6) | | 2026 | $25,304,881 | $19,119,723 | $4,434,731 | $3,409,874 | $37 | $152 | $715 | —% | 2% | | 2025 | 13,449,544 | 6,249,839 | 2,534,442 | 1,506,322 | 49 | 140 | 869 | 1% | 3% | | 2024 | 13,194,160 | 5,788,644 | 2,895,924 | 1,878,251 | 66 | 122 | 1,024 | (1)% | (2)% | | 2023 | 9,651,262 | 6,771,842 | 2,059,136 | 1,752,991 | 88 | 119 | 783 | 10% | 8% | | 2022 | 8,364,936 | 4,476,542 | 1,567,977 | 1,271,730 | 91 | 117 | 838 | 17% | 27% |

  202. PAY VS PERFORMANCE

    | (1) Mr. Whiting was our PEO for all fiscal years shown. |

  203. PAY VS PERFORMANCE

    | (2) The non-PEO NEOs in fiscal 2026 were Ms. Cunningham, Messrs. Peters, Carr, Masick, and Pafilis. The non-PEO NEOs in fiscal 2025 were Ms. Cunningham and Messrs. Bentel, Farrer, Hinrichs, Nall, and Shepherd. The non-PEO NEOs in fiscal 2024 were Ms. Cunningham and Messrs. Farrer, Hamel, and Hinrichs. The non-PEO NEOs in fiscal 2023 were Mses. Cunningham and Hawley, and Messrs. Hamel and Hinrichs. The non-PEO NEOs in fiscal 2022 were Mses. Cunningham, Hawley, and Morreau, and Messrs. Hamel and Hinrichs. |

  204. PAY VS PERFORMANCE

    | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a valuation calculated under applicable SEC rules. No awards were granted and vested in the covered year; no awards granted in any prior fiscal year failed to meet applicable vesting conditions during the covered fiscal year; there was no change in fair value of outstanding, vested equity granted in prior years; and there were no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reported. The following table details the applicable adjustments: |

  205. PAY VS PERFORMANCE

    | 2026 Proxy Statement and Notice of Annual Meeting of Stockholders | 65 |

  206. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The Committee is committed to a pay-for-performance philosophy and aligning executive compensation with the interests of our stockholders through equity-based compensation. As illustrated in the graphics below we compare (a) the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (b) our TSR, (c) our reported net income, (d) our organic net sales growth, and (e) our adjusted organic operating income growth. Year-over-year changes to CAP were primarily driven by the decline in our stock performance, with Brown-Forman trailing the peer group. The year-over-year changes also reflect the high levels of at-risk pay for our PEO, specifically in the form of long-term cash and performance-based equity awards.

  207. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 7 $170 6 $140 5 $110 CAP 4 millions) 3 $80 (in Cumulative 2 TSR 1 $50 0 $20 2022 2023 2024 2025 2026 PEO CAP BF TSR NEO Avg CAP S&P 500 Consumer Staples TSR20 $200 15 $180 10 $120 5 $80 0 $0 CAP (in millions) 2022 2023 2024 2025 2026 PEO CAP BF TSR NEO Avg CAP S&P 500 Consumer Staples TSR Cumulative TSR | 7 1200 6 5 1000 (in 4 Reported CAP millions) 3 Net (in 800 millions) 2 1 Income 0 600 2022 2023 2024 2025 2026 PEO CAP Reported Net Income NEO Avg CAP (in millions)20 1200 15 1000 10 800 5 600 CAP (in millions) 2022 2023 2024 2025 2026 PEO CAP NEO Avg CAP Reported Net Income (in millions) Reported Net Income (in millions) | | 7 20% 6 15% 5 4 10% Sales CAP Organic millions) 3 5% (in Net 2 Growth 1 0% 0 -5% 2022 2023 2024 2025 2026 PEO CAP Organic Net Sales Growth NEO Avg CAP20 30% 15 25% 5 10 20% 5 10% 0 5% 2022 2023 2024 2025 2026 PEO CAP NEO Avg CAP Organic Net Sales Growth Organic Operating Income Growth | 7 30% 6 25% 5 20% Organic 4 15% Income CAP millions) 3 10% (in 2 5% Growth Operating 1 0% 0 -5% 2022 2023 2024 2025 2026 PEO CAP Organic Operating Income Growth NEO Avg CAP20 20% 15 15% 10 10% 5 5% 2022 2023 2024 2025 2026 PEO CAP NEO Avg CAP Organic Operating Income Growth Organic Sales Growth |