Brown-Forman has announced that its Board of Directors has rejected a second unsolicited proposal from Sazerac to acquire the company.

After taking into consideration the views of Wolf Pen Branch, LP, a collection of Brown family members representing the majority of Brown-Forman Class A shares, it concluded that Sazerac’s proposal was not actionable.

Wolf Pen Branch, LP 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.”

The Brown family controls more than 50% of the company’s voting stock, which means no change-of-control transaction can happen without their approval.

Chairman of Brown‑Forman Marshall B. Farrer 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.”

In its statement to investors, Brown-Forman said it was conscious of future risks and uncertainties including its dependence upon the continued growth of the Jack Daniel’s family of brands, competition from new entrants, risks from changes to the trade policies, tariffs and import and export regulations.

It also noted factors facing the drinks industry, such as changes in consumer preferences, consumption or purchase patterns—particularly away from larger producers in favour of small distilleries or local producers; further legalisation of marijuana; bar, restaurant, travel or other on-premise declines; and shifts in demographic or health and wellness trends.

Brown-Forman turned down an initial $15 billion takeover offer from Sazerac in May. The company also announced in April that it had terminated discussions with Pernod Ricard in regard a potential business combination, as the companies were unable to reach mutually agreeable terms.

Sazerac’s vision for Brown-Forman

In an updated proposal letter sent on 24 July 2026, Sazerac restated its all-cash bid of $32 per share for all outstanding Class A and Class B common shares in Brown-Forman.

The proposal outlined a financial case for merging Sazerac and Brown-Forman that would create a global drinks giant second to Diageo in total annual revenue. The letter suggested the combined company would generate more than $12 billion in revenue in 2026 alone.

According to Forbes, Sazerac’s plan favours a targeted “going deep, not broad” international strategy, with the United Kingdom, India and Australia highlighted as the top markets where Brown-Forman’s route-to-market infrastructure could drive rapid geographic development for Sazerac’s spirit portfolio.

Brown-Forman seeks new CEO

Brown-Forman announced the retirement of President and CEO Lawson Whiting earlier this month. The Board of Directors has initiated a search pursuant to its succession process that will consider internal and external candidates.

Brown-Forman has only had 10 leaders since it was established in 1870 and only three CEOs in the last 33 years. Each one was an internal appointment. This is the first time the company has considered external candidates.

In June, the company announced its full-year reported net sales decreased 1% to $3.9 billion (flat on an organic basis) compared to the same prior-year period. Reported operating income decreased 10% to $1.0 billion (-2% on an organic basis).