AddedRisk Factors
involve significant costs, management distraction, disruption to our business relationships, employee uncertainty, and litigation risk.
BF-BBrown–Forman
- Employees
- 4,900
- Headquarters
- Louisville, KY
- CEO
- Lawson E. Whiting
- Next results
- around Dec 3, 2026
10-K 0000014693-26-000024 (2026-06-12) vs 10-K 0000014693-25-000062 (2025-06-13)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 8,436 | 15.5% |
| MD&A | Item 7 | 8,638 | 28.9% |
| Legal Proceedings | Item 3, via Note 7 – Contingencies | 125 | not compared |
| Accounting Policies | Item 8, Note 1 – Accounting Policies | 1,936 | 9.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, 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.
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.
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 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.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
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.
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.
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.
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.
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.
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.
RemovedRisk Factors
RemovedRisk Factors
RewordedRisk Factors
While it is uncertain whether the United States will enact has not yet enacted legislation to adopt Pillar Two, numerous countries have enacted such legislation, or have indicated their intent to adopt legislation, to implement certain aspects of Pillar Two effective January 1, 2024, with general implementation of the remaining global minimum tax rules by January 1, 2025. such legislation.
RewordedRisk Factors
In addition, we are subject to potential business disruption caused by military conflicts; conflicts, including the ongoing conflict with Iran and/or Iranian-sponsored actors, other conflicts in the Middle East, and the ongoing conflict in Ukraine and the resulting sanctions imposed on Russia by the United States and other countries; potentially unstable governments or legal systems; social, racial, civil, or political upheaval or unrest; local labor policies and conditions, including labor strikes and work stoppages; possible expropriation, nationalization, or confiscation of assets; problems with repatriation of foreign earnings; economic or trade sanctions; closure of markets to imports; anti-American sentiment; terrorism, kidnapping, extortion, or other types of violence in or outside the United States; and health crises.
RewordedRisk Factors
We expect to continue to seek acquisition acquisition, investment, and investment other strategic opportunities that we believe will increase long-term stockholder value, but we may not be able to find successfully identify potential acquisition or investment opportunities, identify suitable counterparties willing to transact with us, or consummate the purchase of brands or businesses, businesses or other strategic transactions at acceptable prices and terms.
RewordedRisk Factors
RewordedRisk Factors
For example, in May 2023, Ireland introduced a Ireland’s Public Health (Alcohol) (Labelling) regulation, which regulation sets unique health labeling requirements for alcohol being sold in the Irish market and relevant provisions will enter into force in 2026. market.
RewordedRisk Factors
We believe that it is in operating as an independent, family-controlled business currently serves the interests of all stockholders that we remain independent and family-controlled, our stockholders, and we believe the Brown family stockholders share these interests.
RewordedRisk Factors
RewordedRisk Factors
This could lead to the loss or unauthorized disclosure of our business strategy or other confidential information; disruptions to our business operations; misappropriation of personal data; and reputational, competitive, or business harm.
RewordedRisk Factors
Any determination that our operations or activities are not in compliance with applicable laws or regulations, particularly those related to anti-corruption and international economic or trade sanctions, could result in investigations, investigations; interruption of business, business; loss of business partner relationships, relationships; suspension or termination of credit agreements, licenses, and permits (our own or those of our partners), business associates); imposition of fines, fines; legal or equitable sanctions, sanctions; negative publicity, publicity; and management distraction or departure.
RewordedRisk Factors
Consumer preferences and purchases may shift, often in unpredictable ways, as a result of a variety of factors, including health and wellness trends; trends, consumer dietary preference changes, weight loss regimens and pharmaceuticals, including GLP-1 drugs; changes in economic conditions, demographic, and social trends; public health policies and initiatives; changes in government regulation of beverage alcohol products; concerns or regulations related to product safety; legalization of cannabis and its use on a more widespread basis in the markets where we operate; and changes in trends related to travel, leisure, dining, gifting, entertaining, and beverage consumption.
RewordedRisk Factors
The extent and duration of the tariffs and the resulting impact on general economic conditions on our business are uncertain and depend on various factors, including negotiations between the United States and affected countries, modifications and delays to or invalidation of various tariffs and associated refund procedures, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.
RewordedRisk Factors
From time to time, we acquire consider acquiring or invest investing in additional brands or businesses. businesses or undertaking other strategic transactions.
Quiet changesRisk Factors
New tax rules, new accounting standards or pronouncements, and changes in the interpretation of existing rules, standards, or pronouncements could have a material significant adverse effect on our business and financial results.
Quiet changesRisk Factors
While we are unable to cannot predict whether any of these changes will ultimately be enacted, if these or similar proposals are enacted into law, they could negatively impact our effective tax rate and earnings.
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.
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.
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.
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.
AddedMD&A
•Australia’s net sales increased 1%, driven by the el Jimador RTD launch, partially offset by lower volumes of el Jimador.
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.
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.
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.
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.
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.
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
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.
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RewordedMD&A
Summary of Operating Performance Fiscal 2024 2025 and Fiscal 20252024 20262025 vs. 2025 2026 Fiscal year ended April 30 2024 30, 2025 2026 Reported Change Organic Change1 Net sales $4,178 $3,975 (5 $3,928 (1 %) 1 — Cost of sales $1,652 $1,632 (1 $1,550 (5 %) 5 — Gross profit $2,526 $2,343 (7 %) (2 $2,378 2 % — Advertising $529 $484 (8 %) (6 SG&A $826 $744 (10 $462 (4 %) (5 SG&A $744 $807 9 % 7 Restructuring and other charges $— $60 $19 nm4 nm4 Gain on sale of business $(267) $— Other intangible assets impairment $47 $132 nm4 nm4 Other expense (income), net $24 $(52) $(99) $(43) nm4 nm4 Operating income $1,414 $1,107 (22 $1,001 (10 %) 3 (2 Total operating expenses2 $1,379 $1,236 (10 %) (6 $1,378 12 % 3 Equity method investment income and gain on sale $(83) $— $(83) nm4 nm4 As a percentage of net sales3 Gross profit 58.9% 60.5% 58.9% (1.5 pp) 1.6 pp Operating income 33.8% 27.9% (6.0 25.5% (2.4 pp) Interest expense, net $113 $105 (7 $89 (15 %) Effective tax rate 21.2% 19.6% (1.6 19.3% (0.3 pp) Diluted earnings per share $2.14 $1.84 (14 $1.53 (17 %) Return on average invested capital1 17.3% 14.4% (2.9 11.9% (2.5 pp) Note:
RewordedMD&A
The $200 $320 million increase decrease largely reflects (a) proceeds the absence of $350 million in proceeds from the sale of our investment in Duckhorn in December 2024, 2024 and (b) a $35 an $18 million increase decrease in proceeds from other investing activities (primarily attributable to proceeds of $51 cooperage asset sales year-over-year ($51 million received from the sale of our Alabama cooperage assets in May 2024), and (c) 2024; $33 million from the sale of our Brown-Forman Cooperage assets in May 2025), partially offset by a $61 $60 million decline in capital expenditures, partially offset by proceeds of $246 million from the divestitures of Finlandia and Sonoma-Cutrer during fiscal 2024. expenditures.
RewordedMD&A
This assessment indicated (a) the carrying amount amounts of the Gin Mare and Diplomático brand name names exceeded its their estimated fair value, values, resulting in a $47 impairments of $45 million impairment and $87 million, respectively, during the fourth quarter of fiscal 2025, and (b) the estimated fair value of the Diplomático brand name exceeded its carrying amount. 2026.
RewordedMD&A
Diluted earnings per share were $1.84 $1.53 in fiscal 2025, 2026, a decrease of 14% 17% compared to fiscal 2024, 2025, driven primarily by lower operating income and the decrease in operating income, partially offset by absence of the gain on the sale of our investment in Duckhorn and the benefit of the lower effective tax rate. Duckhorn.
RewordedMD&A
Operating Expenses Percentage change versus the prior fiscal year ended April 30 2025 2026 Reported Acquisitions & Divestitures Impairment Other Items1 Foreign Exchange Organic Advertising (8 2% (4 2 — —% (2 (5 SG&A 9 — — 1% (6 SG&A (10 1% — 3 1% (5 —% (2 7 Total operating expenses2 (10 6% 12 (3 (2 (7 3% (6 (3 3 Note:
RewordedMD&A
The $225 $231 million increase largely reflects a $309 $400 million increase in share repurchases and a $127 million increase in net repayments of short-term borrowings and borrowings, partially offset by our prior-year repayment of the $300 million principal amount of 3.50% notes that matured in April 2025, partially offset by a $400 million decline in share repurchases. 2025.
RewordedMD&A
When we provide guidance for organic change in certain measures of the statements of operations, we do not provide guidance for the corresponding GAAP change, as the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, such as foreign exchange, which could have a significant impact to our GAAP income statement measures.
RewordedMD&A
Net Sales 2025 2026 Percentage change versus the prior fiscal year ended April 30 Volume Price/mix Total Change in reported net sales (7 2 (5 2% (3 (1 Acquisitions and divestitures 4 (1 3% — 3 Other items1 4 (3 1 Foreign exchange — 2 2 —% (2 (2 Change in organic net sales 2 (1 1 5% (5 — Note:
RewordedMD&A
Cost of Sales 2025 2026 Percentage change versus the prior fiscal year ended April 30 Volume Cost/mix Total Change in reported cost of sales 2% (7 6 (1 (5 Acquisitions and divestitures 4 — 4 Other items1 4 (2 1 3% 3 6 Foreign exchange — — — —% (1 (1 Change in organic cost of sales 2 3 5 5% (5 — Note:
RewordedMD&A
RewordedMD&A
Cost of sales of $1.6 billion decreased $20 $82 million, or 1%, 5%, in fiscal 2025 2026 compared to fiscal 2024, as the 2025, driven by favorable impact from volume was largely cost/mix, partially offset by unfavorable cost/mix. higher volumes.
RewordedMD&A
Work on BF-B in a spreadsheet:
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