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Consumer staples · Beverages · NYSE

BF-BBrown–Forman

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The 10-K against last year's

115 changes: 21 added, 20 removed, 72 reworded, 2 quiet changes

10-K Jun 12, 2026 vs Jun 13, 2025
Risk FactorsRedline ↓
15.5%
of the text changed · 8,436 words now
28.9%
of the text changed · 8,638 words now
Accounting PoliciesRedline ↓
9.2%
of the text changed · 1,936 words now

10-K 0000014693-26-000024 (2026-06-12) vs 10-K 0000014693-25-000062 (2025-06-13) Not compared: Legal Proceedings.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 142 words changed in this paragraph; it is 55% similar to last year's version.
Changes to any of our route-to-consumer models or distribution partners distributors in important markets could result in temporary or longer-term sales disruption, higher costs, and harm to other business relationships we might have with that partner. distributor. Disruption of our distribution network or fluctuations in our product inventory levels at distributors, wholesalers, or retailers could negatively affect our results for a particular period. Moreover, other suppliers, as well as wholesalers and retailers of our brands, offer products that compete directly with ours for shelf space, promotional displays, and consumer purchases. Pricing (including price promotions, discounting, couponing, and free goods), marketing, new product introductions, entry into our distribution networks, and other competitive behavior by other suppliers, and by wholesalers and traditional and e-commerce retailers, could adversely affect our growth, business, and financial results. While we seek to take advantage of the efficiencies and opportunities that large retail customers can offer, they often seek lower pricing and increased purchase volume flexibility, offer competing private label products, and represent a large number of other competing products. If the buying power of these large retail customers continues to increase, it could negatively affect our financial results. Further, while we believe we have sufficient scale to succeed relative to our major competitors, we nevertheless face a risk that continuing consolidation of large beverage alcohol companies could put us at a competitive disadvantage.

Source: Item 1A, 10-K 0000014693-26-000024 vs Item 1A, 10-K 0000014693-25-000062

MD&A 133 words changed in this paragraph; it is 32% similar to last year's version.
Operating Expenses Percentage change versus the prior fiscal year ended April 30 Top Markets Net Sales % Change vs. Fiscal 2025 Geographic area1 % of Fiscal 2026 Net Sales Reported Acquisitions & and Divestitures Impairment Other Items1 Foreign Exchange Organic Advertising (8 2% Organic2 United States 42% (7 7% — — 1% Developed International 28% — —% (3 (3 Germany 6% (2 —% (5 (7 Australia 5% 1 —% — — United Kingdom 4% (6 SG&A (10 —% (3 (9 France 3% (2 —% (5 (7 Spain 1% — 3 1% (5 (4 Rest of Developed International 8% 7 —% (3 4 Emerging 25% 14 1% (3 12 Mexico 8% 20 —% (7 13 Poland 3% 7 6% (11 2 Brazil 3% 13 —% (2 12 Türkiye 2% (4 —% 22 19 Rest of Emerging 9% 16 —% (2 15 Travel Retail 5% 6 —% (2 5 Non-branded and bulk 1% (68 —% — (68 Total operating expenses2 (10 6% (3 100% (1 3% (2 3% (6 — Note: Results may differ due to rounding

Source: Item 7, 10-K 0000014693-26-000024 vs Item 7, 10-K 0000014693-25-000062

Accounting Policies 62 words changed in this paragraph; it is 51% similar to last year's version.
Accounting standards not yet adopted. Recently adopted accounting standard. In December 2023, the FASB Financial Accounting Standards Board (FASB) issued an updated accounting standard Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), requiring additional annual disclosures about income taxes, primarily related to the rate reconciliation and information about income taxes paid. We are required to adopt adopted the new guidance beginning in fiscal 2026. The update can be for our annual period ended April 30, 2026 and applied either the updated standard prospectively or retrospectively. (refer to Note 13).

Source: Item 8, Note 1 – Accounting Policies, 10-K 0000014693-26-000024 vs Item 8, Note 1 – Accounting Policies, 10-K 0000014693-25-000062

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of BF-B's Risk Factors and MD&A, 10-K 2026-06-12 against 10-K 2025-06-13. Each links to the text at sec.gov.

AddedRisk Factors
Negative publicity or our inability or failure to recognize, respond to, and effectively manage the increased impact of social media could affect our business performance.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedRisk Factors
There has been a marked increase in the use of social media platforms and websites, including blogs, chat and messaging platforms, video-sharing platforms, and other forms of Internet-based communications which allow individuals access to a broad audience. The rising popularity of social media and other consumer-oriented technologies has increased the speed and accessibility of information dissemination and given users the ability to more effectively organize collective actions such as boycotts and other brand-damaging behaviors. Many social media platforms immediately publish content, often without context, filters, or checks on accuracy. Consequently, companies may not be able to investigate or effectively respond to negative information or content disseminated in this manner, including fictitious media content (such as content produced by generative AI or bad actors). Adverse publicity or negative commentary on social media, whether accurate or not, particularly any that go “viral,” could cause consumers or other stakeholders to react by disparaging or avoiding our brands or company, which could materially negatively affect our financial results.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedRisk Factors
Social media is also increasingly used to compel companies to express public positions on issues and topics not directly related to their core business, which could prove controversial or divisive to consumers and result in lost sales or a misallocation of resources. In addition, laws and regulations, including FTC enforcement, are rapidly evolving to govern social media platforms and communications. A failure of us, our employees, or third parties acting at our direction or on our behalf, or others perceived to be associated with us, to abide by applicable laws and regulations regarding the use of social media, or to appropriately use social media, could adversely impact our reputation and our business, or subject us to penalties or litigation. Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about our brands, exposure of personally identifiable information, fraud, hoaxes, and malicious dissemination of false information.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedRisk Factors
A downgrade or potential downgrade of our credit ratings could adversely impact our borrowing costs and access to credit and capital markets, which could negatively affect our financial condition.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedRisk Factors
Rating agencies routinely evaluate us, basing their ratings on a number of factors, including our cash-generating capability, levels of indebtedness, policies with respect to stockholder distributions, the impact of strategic transactions, and our financial strength generally, as well as factors beyond our control, such as the state of the economy and our industry. Any downgrade or announcement that we are under review for a potential downgrade of our credit ratings, as occurred in November, 2025, especially any downgrade to below investment grade, could increase our future borrowing costs, impair our ability to access the credit and capital markets, including the commercial paper market, on terms commercially acceptable to us or at all or result in a reduction in our liquidity, requiring us to rely on more expensive types of financing. Any such outcome could negatively affect our financial condition.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedRisk Factors
side" framework (the package). The package modifies key aspects of Pillar Two, introducing safe harbors and largely exempting U.S.-headquartered companies from the application of certain aspects of the global minimum tax regime in recognition of existing U.S. minimum tax rules. These updated model rules must be incorporated into local tax legislation by implementing countries to become effective. The details of these minimum tax regimes are still being considered and could increase tax uncertainty in the short term. The ultimate enactment and interpretation of these evolving rules could adversely impact our financial results, cash flows, and results of operations in the future.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
1As announced on March 2, 2026, we agreed to conclude our relationship with Pabst Brewing Company for flavored malt beverages within the United States. We will assume management of the supply, sales, marketing, and distribution of JDCC, effective July 7, 2026.

Read it in 10-K 2026-06-12 at sec.gov ↗

Show the other 11
AddedMD&A
During fiscal 2026, we transitioned our portfolio distribution in the state of California, effective May 1, 2025, and in 13 additional markets across the United States, effective August 1, 2025. We further advanced this strategic realignment by transitioning our distribution in 11 U.S. control states, effective June 1, 2026. In fiscal 2026, our net sales benefited from higher net pricing across the portfolio as a result of changes to our distributor relationship terms.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
◦From a geographic perspective, net sales declines in the United States were more than offset by growth in Emerging markets and the Travel Retail channel, while Developed International markets were flat. In addition, our results were negatively impacted by declines in used barrel sales.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
The United States’ net sales declined 7%, driven by (a) the end of the Korbel relationship; (b) the absence of the Sonoma-Cutrer prior-year TSA; (c) lower volumes of JDTW, our tequilas, and JDTH; and (d) unfavorable portfolio mix. These declines were partially offset by (a) new product launches, including JDTB, Jack Daniel’s Single Barrel Heritage Barrel, and New Mix; (b) higher volumes of Woodford Reserve; (c) higher net pricing across the portfolio as a result of changes to our distributor relationship terms; and (d) favorable timing of distributor ordering patterns.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
•The United Kingdom’s net sales decreased 6%, driven by JDTW and JDTH declines, reflecting soft consumer demand for the whiskey category impacted by macroeconomic and geopolitical uncertainty, as well as the absence of wholesaler and retailer purchases from the prior-year period. These declines were partially offset by the positive effect of foreign exchange and the launch of JDTB.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
•Net sales in the Rest of Developed International increased 7%, driven by growth in Italy benefiting from the transition to owned distribution on May 1, 2025, the positive effect of foreign exchange, and the distribution of new agency brands in Japan. These increases were partially offset by volumetric declines of our American whiskey portfolio and JD RTD/RTP products in Canada due to the continued absence of American-made beverage alcohol from retail shelves in most of its provinces.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
•Brazil’s net sales increased 13%, driven by higher volumes of JDTA and JDTW, reflecting continued distribution expansion and favorable timing of retailer ordering patterns.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
Travel Retail’s net sales grew 6%, largely due to increased passenger traffic leading to higher volumes of JDTW, as well as the positive effect of foreign exchange.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
Non-branded and bulk’s net sales decreased 68%, driven by the decline of used barrel sales as demand and pricing adjusted to levels that reflect the current challenging and uncertain operating environment for our industry.

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
Top Brands Net Sales % Change vs. Fiscal 2025 Product category / brand family / brand1 Reported Acquisitions & Divestitures Foreign Exchange Organic2 Whiskey 3 —% (1 1 JDTW (2 —% (1 (4 JDTH (3 —% (2 (5 Gentleman Jack (1 —% (1 (2 JDTA 12 —% (2 10 JDTF (7 —% (1 (8 Woodford Reserve 4 —% — 4 Old Forester 5 —% — 5 Rest of Whiskey 61 —% (1 60 Ready-to-Drink 11 —% (4 7 JD RTD/RTP (3 —% (3 (5 New Mix 41 —% (8 33 Tequila (4 —% (1 (6 el Jimador (2 —% (1 (2 Herradura (9 —% (1 (10 Rest of Portfolio (31 53% (4 18 Non-branded and bulk (68 —% — (68 Note: Results may differ due to rounding

Read it in 10-K 2026-06-12 at sec.gov ↗

AddedMD&A
Non-branded and bulk’s net sales decreased 68%, driven by the decline of used barrel sales as demand and pricing adjusted to levels that reflect the current challenging and uncertain operating environment for our industry.

Read it in 10-K 2026-06-12 at sec.gov ↗

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