bfb-20260902 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2026 Brown-Forman Corporation (Exact Name of Registrant as Specified in its Charter)                     Delaware 001-00123 61-0143150 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 850 Dixie Highway, Louisville, Kentucky 40210 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (502) 585-1100 Not Applicable (Former Name or Former Address, if Changed Since Last Report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock (voting), $0.15 par value BFA New York Stock Exchange Class B Common Stock (nonvoting), $0.15 par value BFB New York Stock Exchange 2.600% Notes due 2028 BF28 New York Stock Exchange Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02. Results of Operations and Financial Condition. On September 2, 2026, Brown-Forman Corporation issued a press release reporting its operating results for the first fiscal quarter and three month period ended July 31, 2026. A copy of this press release is attached hereto as Exhibit 99.1. The information pursuant to this Item 2.02 - Results of Operations and Financial Condition, including the information in Exhibit 99.1, is being furnished and shall not be deemed "filed" for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d)     Exhibits Exhibit No. Description 99.1 Brown-Forman Corporation Press Release dated September 2, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BROWN-FORMAN CORPORATION (Registrant) Date: September 2, 2026 /s/ Michael E. Carr, Jr. Michael E. Carr, Jr. Executive Vice President, General Counsel and Corporate Secretary EX-99.1 2 fy27_q1xerevergreen.htm EX-99.1 Document          NEWS RELEASE BROWN-FORMAN REPORTS FIRST QUARTER FISCAL 2027 RESULTS; REAFFIRMS FULL YEAR OUTLOOK September 2, 2026, LOUISVILLE, KY — Brown-Forman Corporation (NYSE: BFA, BFB) reported financial results for its first quarter of fiscal 2027, ended July 31, 2026, with reported net sales decreasing 1% 1 to $911 million (-1% on an organic basis 2 ) compared to the same prior-year period. Reported operating income decreased 3% to $252 million (+4% on an organic basis) and diluted earnings per share increased 6% to $0.38. "Our first quarter results were largely in line with our expectations and reinforce our confidence in the year ahead," said Lawson Whiting, President and Chief Executive Officer. "Innovation remains an important growth driver. Momentum from New Mix, our Ready-to-Drink 3 portfolio, and Jack Daniel's Tennessee Blackberry helped offset pressures elsewhere in the business and demonstrates our ability to create new opportunities for growth even in a challenging operating environment." First Quarter of Fiscal 2027 Highlights • Net sales declines were driven by the end of the Korbel relationship, as well as declines in used barrel sales and our tequila portfolio, partially offset by the growth of the Ready-to-Drink portfolio , led by New Mix. • From a geographic perspective, net sales declines in Developed International 3 markets and the United States were partially offset by growth in Emerging 3 markets. • Gross margin expanded 40 basis points driven by lower costs, partially offset by the negative effect of foreign exchange. • Cash flows from operations grew by $13 million to $173 million and free cash flow 2 increased by $32 million to $161 million. First Quarter of Fiscal 2027 Brand Results • Net sales for Whiskey 3 products were flat (flat organic) as the continued international launch of Jack Daniel’s Tennessee Blackberry was offset by declines of Jack Daniel’s Tennessee Honey and Gentleman Jack, while Jack Daniel’s Tennessee Whiskey was flat. • Net sales for the Ready-to-Drink portfolio increased 20% (+11% organic) driven by New Mix, which increased 48% (+36% organic) fueled by strong consumer demand in Mexico, the positive effect of foreign exchange, and the product’s launch in the United States. • Net sales for the Tequila 3 portfolio decreased 12% (-13% organic). Herradura’s net sales declined 17% (-18% organic) driven by lower volumes in the United States and lower net pricing in Mexico. el Jimador’s net sales declined 10% (-11% organic) driven by lower net pricing in the United States. • Rest of Portfolio's 3 net sales declined 35% (-12% organic) driven by the end of the Korbel relationship. • Net sales for non-branded and bulk decreased 61% (-61% organic) driven by lower used barrel sales. First Quarter of Fiscal 2027 Market Results                                                                                                                                                                                                                                                                                                                                       • Net sales in the United States declined 3% (flat organic) driven by the end of the Korbel relationship, an estimated net decrease in distributor inventories reflecting prior-year distributor transitions, and lower volumes of Jack Daniel's Tennessee Blackberry. These decreases were partially offset by higher volumes of Jack Daniel’s Tennessee Whiskey and the impact of the JDCC transition. • Net sales in Developed International markets declined 6% (-8% organic) driven by lower volumes of Jack Daniel’s Tennessee Whiskey in Germany, France, and Spain. • Net sales in Emerging markets increased 11% (+9% organic) driven by Mexico, fueled by the double-digit growth of New Mix. • The Travel Retail’s 3 net sales declined 1% (-1% organic), as the channel was impacted by the Middle East geopolitical headwinds. The decline was primarily driven by lower volumes of Gin Mare, partially offset by the launch of Jack Daniel’s Tennessee Blackberry. First Quarter of Fiscal 2027 Other P&L Items • Gross profit decreased 1% (+1% organic). Gross margin expanded 40 basis points to 60.2% driven by lower costs and the end of the Korbel relationship, partially offset by the negative effect of foreign exchange and unfavorable price/mix. • Advertising expense decreased 5% (-4% organic ) driven by the timing of spend across the Jack Daniel’s family of brands, as declines in spending for Jack Daniel’s Tennessee Whiskey more than offset the increased investment for the continued international launch of Jack Daniel’s Tennessee Blackberry. • Sel ling, general, and administrative (SG&A) expenses increased 4% (+5% organic) driven by the timing of costs related to targeted organizational realignments. 2 • Operating income decreased 3% (+4% organic) resulting in an operating margin decrease of 50 basis points to 27.7%. The operating margin decrease was primarily due to higher operating expenses, partially offset by gross margin expansion. • Diluted earnings per share increased $0.02 driven by the lower non-operating postretirement expense and the accretive impact from share repurchases executed in the prior year, partially offset by the decrease in operating income. First Quarter of Fiscal 2027 Financial Stewardship On July 23, 2026, the Brown-Forman Board of Directors declared a regular quarterly cash dividend of $0.2310 per share on its Class A and Class B common stock. The dividend is payable on October 1, 2026, to stockholders of record on September 3, 2026. Brown-Forman, a member of the S&P 500 Dividend Aristocrats Index, has paid regular quarterly cash dividends for 82 consecutive years and has increased the regular dividend for 42 consecutive years. In addition, cash flows from operations grew $13 million to $173 million, primarily reflecting an increase in net income as well as disciplined working capital management, and free cash flow increased $32 million to $161 million, driven by strong operating cash flow generation and lower capital expenditure needs. The company maintained a strong financial position with the repayment of the $343 million (€300 million) principal amount of its 1.20% senior notes on the July 7, 2026 maturity date. Fiscal 2027 Outlook We anticipate the operating environment for fiscal 2027 to remain challenging, as macroeconomic pressures and geopolitical instability continue to negatively impact consumer behavior and beverage alcohol consumption, particularly within developed markets. We remain committed to building our business for the long term while focusing intensely on the variables within our control. We believe we will benefit in fiscal 2027 from our previously announced restructuring initiative and U.S. distributor changes, and continued new product innovation, such as the expansion of Jack Daniel’s Tennessee Blackberry. Considering these factors, we expect the following in fiscal 2027. • Organic net sales to be approximately flat. • Organic operating income to decline in the 3% to 5% range. • Our effective tax rate to be in the range of approximately 20% to 22%. • Capital expenditures planned to be in the range of $60 to $70 million. 3 Conference Call Details Brown-Forman will host a conference call to discuss these results at 10:00 a.m. (ET) today. A live audio broadcast of the conference call, and the accompanying presentation slides, will be available via Brown-Forman’s website, brown-forman.com, through a link to “Investors/Events & Presentations.” A digital audio recording of the conference call and the presentation slides will also be posted on the website and will be available for at least 30 days following the conference call. Brown-Forman Corporation is a global leader in the spirits industry, responsibly building exceptional beverage alcohol brands for more than 155 years. Headquartered in Louisville, Kentucky, we are guided by our founding promise, “Nothing Better in the Market.” Our premium portfolio includes the Jack Daniel’s Family of Brands, Woodford Reserve, Old Forester, New Mix, el Jimador, Herradura, The Glendronach, Glenglassaugh, Benriach, Diplomático Rum, Gin Mare, Fords Gin, Chambord, and Slane. With approximately 4,900 employees worldwide, we proudly share our passion for fine-quality spirits in more than 170 countries. Learn more at brown-forman.com and stay connected with us on LinkedIn, Instagram, and X. Contacts: Elizabeth Conway, Director, External Communications Elizabeth_Conway@b-f.com Sue Perram, Vice President, Director, Investor Relations Sue_Perram@b-f.com 4 Important Information on Forward-Looking Statements: This press release contains statements, estimates, and projections that are “forward-looking statements” as defined under U.S. federal securities laws. Words such as “aim,” “ambition,” “anticipate,” “aspire,” “believe,” “can,” “continue,” “could,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “pursue,” “see,” “seek,” “should,” “will,” “would,” and similar words indicate forward-looking statements, which speak only as of the date we make them. Except as required by law, we do not intend to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. By their nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our actual results to differ materially from those expressed in or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: • Our substantial dependence upon the continued growth of the Jack Daniel’s family of brands • Substantial competition from new entrants, consolidations by competitors and retailers, and other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets or distribution networks • Disruption of our distribution network or inventory fluctuations in our products by distributors, wholesalers, or retailers • Risks from changes to the trade policies, tariffs, and import and export regulations of the United States or foreign governments and the effectiveness of our actions to mitigate the negative impact on our margins, sales, and/or distributors • Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of small distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; further legalization of marijuana; bar, restaurant, travel, or other on-premise declines; shifts in demographic or health and wellness trends; or unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation • Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher fixed costs • Production facility, aging warehouse, or supply chain disruption • Imprecision in supply/demand forecasting • Higher costs, lower quality, or unavailability of energy, water, raw materials, product ingredients, or labor • Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, termination difficulties or costs, or impairment in recorded value • Unfavorable global or regional economic conditions and related economic slowdowns or recessions, low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations • Negative publicity related to our company, products, brands, marketing, executive leadership, employees, Board of Directors, family stockholders, operations, business performance, or prospects, as such risks may be increased due to social media • Product recalls or other product liability claims, product tampering, contamination, or quality issues • Failure to attract or retain key executive or employee talent • Impact of health epidemics and pandemics, and the risk of the resulting negative economic impacts and related governmental actions • Risks associated with being a U.S.-based company with a global business, including commercial, political, and financial risks; local labor policies and conditions; compliance with local trade practices and other regulations; terrorism, kidnapping, extortion, or other types of violence; and health pandemics • Failure to comply with anti-corruption laws, trade sanctions and restrictions, or similar laws or regulations • Fluctuations in foreign currency exchange rates, particularly due to a stronger U.S. dollar • A downgrade or potential downgrade of our credit ratings • Changes in laws, regulatory measures, or governmental policies, especially those affecting production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products • Tax rate changes (including excise, corporate, sales or value-added taxes, property taxes, payroll taxes, import and export duties, and tariffs) or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur • Decline in the social acceptability of beverage alcohol in significant markets • Significant additional labeling or warning requirements or limitations on availability of our beverage alcohol products • Counterfeiting and inadequate protection of our intellectual property rights • Significant legal disputes and proceedings, or government investigations • Cyberbreach or failure or corruption of our key information technology systems or those of our suppliers, customers, or direct and indirect business partners, or failure to comply with personal data protection laws • Our status as a family “controlled company” under New York Stock Exchange rules, and our dual-class share structure For further information on these and other risks, please see the risks and uncertainties described in Part I, Item 1A. Risk Factors of our 2026 Form 10-K, and those described from time to time in our reports on Form 10-Q filed with the SEC 5 Brown-Forman Corporation Unaudited Consolidated Statements of Operations For the Three Months Ended July 31, 2025 and 2026 (Dollars in millions, except per share amounts) 2025 2026 Change Net sales $ 924  $ 911  (1%) Cost of sales 372  362  (2%) Gross profit 552  549  (1%) Advertising expenses 120  114  (5%) Selling, general, and administrative expenses 177  185  4% Restructuring and other charges 12  —  (100%) Other expense (income), net (17) (2) Operating income 260  252  (3)% Non-operating postretirement expense 19  1  Interest expense, net 21  22  Income before income taxes 220  229  4% Income taxes 50  53  Net income $ 170  $ 176  3% Earnings per share: Basic $ 0.36  $ 0.38  7% Diluted $ 0.36  $ 0.38  6% Gross margin 59.8 % 60.2 % Operating margin 28.2 % 27.7 % Effective tax rate 22.5 % 23.0 % Cash dividends paid per common share $ 0.2265  $ 0.2310  Shares (in thousands) used in the calculation of earnings per share Basic 472,724  458,824  Diluted 472,963  459,518  6 Brown-Forman Corporation Unaudited Condensed Consolidated Balance Sheets (Dollars in millions) April 30, 2026 July 31, 2026 Assets: Cash and cash equivalents $ 308  $ 301  Accounts receivable, net 832  822  Inventories 2,543  2,574  Other current assets 308  261  Total current assets 3,991  3,958  Property, plant, and equipment, net 1,116  1,100  Goodwill 1,522  1,513  Other intangible assets 943  936  Other assets 322  318  Total assets $ 7,894  $ 7,825  Liabilities: Accounts payable and accrued expenses $ 795  $ 700  Dividends payable —  106  Accrued income taxes 18  49  Short-term borrowings 68  358  Current portion of long-term debt 351  —  Total current