Every material Form 8-K Brown–Forman has filed with the SEC since January 14, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Brown-Forman completed the sale of $500 million aggregate principal amount of 5.375% notes due October 15, 2031, on September 21, 2026. The company says it may use the proceeds for general corporate purposes, including dividends, stock repurchases, and repaying or repurchasing existing debt such as commercial paper. The filing adds new long-term debt to the company's obligations, with semi-annual interest payments beginning April 15, 2027.
Principal amount: $500 million of 5.375% notes due October 15, 2031
Interest payable semi-annually on April 15 and October 15, beginning April 15, 2027
Offered under a shelf registration on Form S-3 filed March 9, 2026, with U.S. Bank Trust Company as trustee
Underwriters include Barclays Capital, BofA Securities, Citigroup, J.P. Morgan and U.S. Bancorp Investments
Brown-Forman reported first quarter fiscal 2027 results for the period ended July 31, 2026, with net sales down 1% to $911 million and operating income down 3% to $252 million. Diluted earnings per share rose 6% to $0.38, and the company reaffirmed its full fiscal 2027 outlook, which calls for approximately flat organic net sales and a 3% to 5% decline in organic operating income.
Net sales fell 1% to $911 million, with organic net sales also down 1%, driven by the end of the Korbel relationship and lower used barrel sales.
Operating income fell 3% to $252 million, and operating margin declined 50 basis points to 27.7%.
Diluted EPS rose 6% to $0.38, aided by lower non-operating postretirement expense and share repurchases made in the prior year.
Fiscal 2027 outlook reaffirmed: organic net sales approximately flat, organic operating income down 3% to 5%, and a regular quarterly dividend of $0.2310 per share payable October 1, 2026.
Brown-Forman said President and CEO Lawson Whiting will retire, effective when a successor is appointed, after nearly 30 years with the company. The board has begun a search for a new CEO, and the company reiterated its fiscal 2027 outlook, first disclosed on June 4, 2026, which means the announcement did not change financial guidance. Leadership transitions can add uncertainty, so shareholders will be watching who is chosen and how the company's strategy continues under new leadership.
Lawson Whiting will retire as President and CEO after nearly 30 years, effective upon the appointment of his successor.
The Corporate Governance and Nominating Committee, chaired by Tracy Skeans, will lead the search, which will consider internal and external candidates.
Whiting will remain available in an advisory capacity for a period after a successor is appointed.
Brown-Forman reiterated its fiscal 2027 outlook, as disclosed on June 4, 2026.
Brown-Forman reported fiscal fourth-quarter net sales up 2% to $912 million, but operating income fell 53% to $96 million and diluted EPS fell 62% to $0.12, reflecting a $132 million intangible asset impairment. For the full fiscal year, net sales fell 1% to $3.9 billion and diluted EPS fell 17% to $1.53, and the company expects organic operating income to decline 3% to 5% in fiscal 2027.
Q4 net sales rose 2% to $912 million; Q4 operating income fell 53% to $96 million
Other intangible assets impairment was $132 million in the quarter, versus $47 million a year earlier
Full-year diluted EPS fell 17% to $1.53; full-year free cash flow rose $462 million to $893 million
Fiscal 2027 outlook: organic net sales approximately flat and organic operating income down 3% to 5%
Brown-Forman said Jim Peters, former Executive Vice President and Chief Financial and Administrative Officer at Whirlpool, will become its Executive Vice President and Chief Financial Officer effective March 31, 2026. He succeeds Leanne Cunningham, who retires effective May 1, 2026, and reports to CEO Lawson Whiting. The filing discloses no financial results, so the change is a leadership transition rather than a change in company performance.
Jim Peters becomes EVP and CFO effective March 31, 2026; Leanne Cunningham retires effective May 1, 2026
Peters' disclosed pay includes a $825,000 annual base salary and a $825,000 short-term incentive target
Peters' one-time new hire RSU award has a grant date value of $900,000, expected to be granted in July 2026
Brown-Forman reported third-quarter fiscal 2026 results for the period ended January 31, 2026. Quarterly net sales and diluted earnings per share rose, but nine-month net sales and earnings per share declined, and the company reaffirmed its fiscal 2026 outlook for organic sales and operating income to decline in the low-single digits.
Third quarter: net sales rose 2% to $1.1 billion, operating income rose 21% to $340 million, and diluted EPS rose 1% to $0.58.
Nine months: net sales fell 2% to $3.0 billion, operating income was flat at $905 million, and diluted EPS fell 8% to $1.41.
Fiscal 2026 outlook reiterated for organic net sales and organic operating income declines in the low-single digit range; forecast effective tax rate updated to 19% to 21% from 21% to 23%.
Brown-Forman reported fiscal second-quarter net sales down 5% to $1.0 billion and diluted EPS down 14% to $0.47, with operating income down 10% to $305 million. For the first half, net sales fell 4% to $2.0 billion and diluted EPS fell 13% to $0.83, and the company reaffirmed its fiscal 2026 outlook for low-single-digit organic declines in net sales and operating income.
Q2 reported net sales fell 5% to $1.0 billion (-2% organic); operating income fell 10% to $305 million.
First-half diluted EPS fell 13% to $0.83; operating income fell 9% to $565 million.
Fiscal 2026 outlook reaffirmed: organic net sales and organic operating income each expected to decline in the low-single-digit range.
Board raised the quarterly dividend 2% to $0.2310 per share; $301 million remained under the $400 million buyback as of October 31, 2025.
On October 31, 2025, Brown-Forman's Board adopted an Executive Change in Control Severance Plan, effective immediately, providing severance to executives terminated involuntarily in a qualifying termination during a window from 30 days before to 24 months after a change in control. The plan covers current Named Executive Officers and other key employees, with the CEO receiving a 3.0 severance multiple and other executive leadership team members receiving 2.0.
Plan adopted by the Board on October 31, 2025, effective immediately
Protection period runs from 30 days before to 24 months after a change in control
CEO severance multiple is 3.0; other executive leadership team members receive 2.0
Benefits include full vesting of unvested equity awards and an 18-month COBRA premium payment; severance requires a signed general release
Brown-Forman reported first-quarter fiscal 2026 results for the period ended July 31, 2025, with net sales down 3% to $924 million (up 1% organic) and operating income down 7% to $260 million. Diluted earnings per share fell 13% to $0.36, and the company reaffirmed its full-year fiscal 2026 outlook for low-single-digit organic declines in net sales and operating income.
Net sales $924 million, down 3%; operating income $260 million, down 7%; diluted EPS $0.36, down 13%
Charges included $12 million in restructuring and other charges and a $19 million non-operating pension settlement charge
Full-year fiscal 2026 outlook reiterated: organic net sales and organic operating income each expected to decline in the low-single digit range
Board declared a quarterly dividend of $0.2265 per share, payable October 1, 2025, to holders of record on September 3, 2025
Brown-Forman said its chief financial officer, Leanne Cunningham, will retire on May 1, 2026, after more than 30 years with the company. The company has begun a formal search for her successor and aims to name one by the end of 2025.
Leanne Cunningham, executive vice president and CFO, informed the company of her retirement on August 21, 2025.
Retirement is effective May 1, 2026.
The company aims to announce a successor by the end of the calendar year 2025.
Cunningham was named CFO in July 2021 and joined the company in 1995.
Brown-Forman reported fiscal 2025 results for the year ended April 30, 2025, with reported net sales down 5% to $4.0 billion, operating income down 22% to $1.1 billion, and diluted EPS down 14% to $1.84. The company expects a challenging fiscal 2026 with organic net sales and organic operating income both declining in the low-single digit range, which points to weaker results for shareholders ahead.
Fourth quarter net sales fell 7% to $894 million, and diluted EPS fell 45% to $0.31, largely due to the absence of the prior-year gain on sale of the Sonoma-Cutrer wine business.
Restructuring initiatives resulted in $63 million in charges and include a 12% workforce reduction and the closure of the Brown-Forman Cooperage.
Fiscal 2026 outlook calls for organic net sales and organic operating income to each decline in the low-single digit range.
The company returned $420 million to stockholders through regular dividends and received $350 million for its Duckhorn stake.
Brown-Forman said Executive Vice President and Chief Strategic Growth Officer Marshall B. Farrer will resign effective after the 2025 Annual Meeting of Stockholders so he can become Chairman of the Board, subject to his reelection to the Board. The Compensation Committee approved a one-time $865,000 lump sum payment and retirement-style treatment of his 2013 plan stock-settled appreciation rights, which matters to shareholders because it is a defined cost tied to a leadership transition.
Farrer informed the company of his resignation intention on April 25, 2025, effective after the 2025 Annual Meeting.
Compensation Committee approved on April 28, 2025 a one-time $865,000 lump sum payment for lost early retirement and pension benefits.
His 2013 plan SSARs are treated as if he retired; his 2022 plan SSARs and performance-based RSUs continue unmodified.
Brown-Forman extended its Second Amended and Restated Five-Year Credit Agreement by one year, effective April 1, 2025, at the Company's request. The agreement now terminates on May 26, 2029, instead of May 26, 2028, and all other terms remain in effect. The filing describes a routine extension of existing borrowing capacity rather than a change in terms.
Credit Agreement dated May 26, 2023, extended one additional year, effective April 1, 2025
New scheduled termination date is May 26, 2029, previously May 26, 2028
All other terms and conditions remain in full force and effect
U.S. Bank National Association serves as Administrative Agent
Brown-Forman reported third-quarter fiscal 2025 net sales down 3% to $1.0 billion, operating income down 25% to $280 million, and diluted earnings per share down 5% to $0.57, all on a reported basis. On an organic basis, which excludes divestitures, currency and other items, sales rose 6% and operating income rose 23%. The company reaffirmed its fiscal 2025 organic growth outlook of 2% to 4% for both net sales and operating income.
Nine-month reported net sales fell 4% to $3.1 billion and diluted EPS fell 4% to $1.53; nine-month operating income fell 13% to $902 million.
Nine-month results include a $78 million gain on the sale of the Duckhorn investment, worth $0.14 per diluted share, and $33 million of restructuring and other charges.
Fiscal 2025 outlook reaffirmed: organic net sales growth and organic operating income growth each of 2% to 4%, with capital expenditures of $180 million to $190 million.
The forecast effective tax rate was updated to approximately 20% to 22% from 21% to 23%.
Brown-Forman's board approved a plan on January 13, 2025 to reduce its structural cost base and redirect resources toward growth, including cutting worldwide headcount by about 12% and closing its Louisville, Kentucky cooperage facility. The company expects $70 to $80 million in annualized cost savings and aggregate charges of $60 to $70 million, mostly cash, with most charges recognized in fiscal 2025, which affects shareholders through near-term costs and expected savings.
Plan approved by the Board on January 13, 2025 to reduce cost base and fund its Make It A Double growth ambition
Expected annualized cost savings of approximately $70 to $80 million; a portion will be reinvested in the business
Aggregate one-time charges of approximately $60 to $70 million, including $27 to $32 million for severance and benefits and $22 to $27 million for the cooperage closure
Headcount reduction of about 12%; plan substantially implemented in fiscal 2025 with the remainder by end of fiscal 2026
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