Brown-Forman completes $500 million 5.375% notes due 2031

Brown-Forman Corporation (NYSE: BFB, BFA) reported that on September 21, 2026 it completed the sale of $500,000,000 aggregate principal amount of 5.375% Notes due 2031. The notes were sold under an underwriting agreement dated September 17, 2026 and issued under the company’s existing Indenture with U.S. Bank Trust Company, National Association as trustee.

Brown-Forman added a new long-dated notes tranche to its capital stack, locking in a $500 million principal amount at a 5.375% coupon through 2031.

Notes economics and payment calendar

Interest accrues at 5.375% per year and is payable semi-annually in arrears on April 15 and October 15, beginning April 15, 2027. The notes mature on October 15, 2031.

The company said it intends to use net proceeds for general corporate purposes, which may include dividends, stock repurchases under any authorized program, repayments or redemptions of existing debt including commercial paper, working capital, capital expenditures, acquisitions, and pension funding.

Underwriting and Indenture

The notes were sold pursuant to an underwriting agreement dated September 17, 2026 among Brown-Forman and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and U.S. Bancorp Investments, Inc., as representatives of the underwriters. The filing describes customary representations, closing conditions, indemnification, and termination provisions.

The notes were issued under an Indenture dated April 2, 2007, as supplemented December 13, 2010 and June 24, 2015, between the company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association) as trustee, with an Officers’ Certificate dated September 21, 2026 setting the series terms. The Indenture provides customary events of default and allows the trustee or holders of 51% or more in aggregate principal of outstanding notes of a series to accelerate after any applicable grace period.

The offering used Brown-Forman’s automatic shelf registration statement on Form S-3 (File No. 333-294143), filed March 9, 2026. The company also disclosed that some underwriters or affiliates are lenders under its $900 million revolving credit facility, that U.S. Bank National Association is administrative agent on that facility and an affiliate of one underwriter, and that the trustee is likewise an affiliate of U.S. Bancorp Investments, Inc.

Item 2.03 incorporates the Item 1.01 description to the extent it creates a direct financial obligation. The Form 8-K’s earliest event date is September 17, 2026 (underwriting agreement), with the sale completed September 21, 2026.