Forman(BF_B) - 2024 Q4 - Annual Report

For the fiscal year ended April30, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-00123 BROWN-FORMAN CORPORATION(Exact name of registrant as specified in its charter) Delaware61-0143150(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)850 Dixie HighwayLouisville, Kentucky40210(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code(502)585-1100Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☑ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☑Non-acceleratedfiler☐ Acceleratedfiler☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☑ The aggregate market value, as of the last business day of the most recently completed second fiscal quarter, of the voting and nonvoting equity held bynonaffiliates of the registrant was approximately $19,400,000,000. The number of shares outstanding for each of the registrant’s classes of Common Stock on June 10, 2024, was:Class A Common Stock (voting), $0.15 par valueClass B Common Stock (nonvoting), $0.15 par value 169,123,305303,536,661 DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant’s Proxy Statement for use in connection with the Annual Meeting of Stockholders to be held July25, 2024, are incorporated by reference into Table of Contents PagePART IItem 1.Business4Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments24Item 1C.Cybersecurity24Item 2.Properties26Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27PART IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities28Item 6.[Reserved]28Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosures about Market Risk49Item 8.Financial Statements and Supplementary Data50Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure86Item 9A.Controls and Procedures86Item 9B.Other Information86Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections86PART IIIItem 10.Directors, Executive Officers, and Corporate Governance86Item 11.Executive Compensation86Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters87Item 13.Certain Relationships and Related Transactions, and Director Independence87Item 14.Principal Accountant Fees and Services87