Brown-Forman Board Issues Statement

LOUISVILLE, Ky.--(BUSINESS WIRE)-- Brown-Forman Corporation (NYSE: BFA, BFB) today announced that its Board of Directors has received an unsolicited proposal from Sazerac to acquire Brown-Forman, and, taking into consideration Wolf Pen Branch, LP’s view as noted below, has concluded that Sazerac's proposal is not actionable.

Wolf Pen Branch, LP, a collection of Brown family members representing the majority of Brown-Forman Class A shares, said, “As fourth-, fifth- and sixth-generation shareholders of Brown-Forman, we care deeply about the company – its brands, its people, and its culture. We are confident in the strength and competitive position of the business, and believe the company is well-positioned to deliver long-term value for all shareholders. We have concluded that Sazerac’s proposal does not align with this vision for Brown-Forman’s future.”

Marshall B. Farrer, Chairman of Brown‑Forman, said, “Brown-Forman’s Board and leadership team are confident that the company will continue to deliver long-term growth and shareholder value. The company remains focused on executing its strategic plan, including expanding its geographic footprint, building brands that resonate with consumers, and enhancing operational efficiency, while continuing to explore additional opportunities to create sustained value for all shareholders. We are excited about what lies ahead, including the next chapter of leadership.”

About Brown‑Forman Corporation:

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.

Forward-Looking Statements

This press release contains statements, estimates, and projections that are “forward-looking statements” as defined under U.S. federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “aim,” “ambition,” “anticipate,” “aspire,” “believe,” “can,” “confident,” “continue,” “could,” “envision,” “estimate,” “excited,” “expect,” “expectation,” “focused,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “pursue,” “remains,” “see,” “seek,” “should,” “well-positioned,” “will,” “would,” and similar words indicate forward-looking statements, which speak only as of the date we make them. These statements include, among others, statements regarding our strategic plan and priorities, our expectations for long-term growth and shareholder value, our financial outlook, any potential future leadership transition, and the anticipated effects (or absence of effects) of the unsolicited proposal described herein. 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:

• Risks and uncertainties relating to the unsolicited proposal described in this press release and any related activity, including the possibility that such proposal, related activity, or our response to it could disrupt our business or operations, divert the attention of management and our Board of Directors, result in litigation or additional costs, or otherwise affect our strategic plans, financial condition, or results of operations
• Risks relating to leadership and management transitions, including our ability to plan for and execute an orderly succession and to attract, retain, and successfully integrate key executives
• 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 or risks relating to the increased risk of 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 refer to our public filings, including the “Risk Factors” section of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260726999294/en/

Brown‑Forman Contacts:

Elizabeth Conway, Director, External Communications
[email protected]; 502-774-7737

Brown‑[email protected]

Sue Perram, VP, Investor Relations
[email protected]; 502-774-6862

Source: Brown-Forman Corporation

You May Also Be Interested In

• Elon Musk’s trillion-dollar meltdown: How SpaceX and Tesla erased $700 billion
• Baker Hughes Declares Quarterly Dividend
• Maison Solutions to form AI subsidiary with 90% ownership stake