STZ 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

Constellation Brands 8-K Report, Financial Results (Oct 6, 2026)

Constellation Brands, Inc. filed this Form 8-K on October 6, 2026 to furnish its earnings release for the second fiscal quarter ended August 31, 2026, along with a release announcing the completed acquisition of SpikedAde and a declared quarterly dividend. Second-quarter reported net sales were $2,633 million, up 6% from $2,481 million, with reported operating income of $805 million (down from $874 million) and reported EPS of $3.32 (versus $2.65). Comparable EPS was $3.74, compared with $3.63 a year earlier, and comparable operating income was $897 million. Beer net sales rose 5% to $2,473.6 million, while Wine and Spirits net sales rose 17% to $159.4 million, with depletions up 10.2%. The company updated its fiscal 2027 reported EPS outlook to $11.85 to $12.55 and reaffirmed its comparable EPS outlook of $11.20 to $11.90, operating cash flow target of $2.4 to $2.5 billion, and free cash flow target of $1.6 to $1.7 billion. Year-to-date operating cash flow was $1,478.6 million and free cash flow was $1,124.5 million. The company repurchased $530 million of shares year-to-date through September 2026, and its CEO noted returns of more than $800 million to shareholders through share repurchases and dividends in the first half. The SpikedAde acquisition included a $75 million payment at close and contingent consideration of up to $278 million payable over five years. The company stated the acquisition does not affect its fiscal 2027 outlook. The board also declared a quarterly dividend of $1.03 per Class A share and $0.93 per Class 1 Convertible share, payable November 13, 2026.

Oct 6, 2026 8-K

Constellation Brands 8-K Report, Material Agreement (Sep 18, 2026)

On September 18, 2026, Constellation Brands, Inc. entered into a Term Loan Credit Agreement with Manufacturers and Traders Trust Company, as administrative agent, and certain other lenders. The agreement provides a delayed draw term loan available in up to two draws totaling $300 million. If drawn, the Company intends to use the proceeds for general corporate purposes, including repayment of indebtedness. Commitments terminate on the earliest of full draw or termination, the second funding date, or June 18, 2027, and any term loans mature two years after the initial borrowing. The Term Loans bear interest at Term SOFR or Base Rate plus margins tied to the Company's S&P or Moody's credit rating: 0.700% to 1.100% per annum for Term SOFR loans and 0.000% to 0.100% per annum for Base Rate loans. Unused commitments carry a ticking fee of 0.075% per annum, beginning 30 days after the Effective Date. The covenants are described as consistent with the Company's Eleventh Amended and Restated Revolving Credit Agreement dated April 28, 2025, and include a minimum Consolidated Interest Coverage Ratio of 2.50:1.00 and a maximum Consolidated Net Leverage Ratio of 4.00:1.00, stepping up to 4.50:1.00 for four fiscal quarters following a Material Acquisition, with net leverage calculated net of up to $750 million of unrestricted cash. The filing also discloses that certain lenders and their affiliates have provided and may continue to provide banking and other services to the Company, and that some lenders and agent affiliates lend to Sands family investment vehicles, which are in some cases affiliates of the Company. Those facilities are secured by pledges of Class A common stock and other credit support from certain Sands family members. The full agreement is filed as Exhibit 4.1, with certain schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.

Sep 18, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Constellation Brands 8-K Report, Regulation FD Disclosure (Sep 8, 2026)

Constellation Brands, Inc. (NYSE: STZ) filed a Current Report on Form 8-K on September 8, 2026, under Item 7.01 (Regulation FD Disclosure) to announce that it has given notice of full redemption, prior to maturity, of all of its outstanding 4.350% Senior Notes due 2027. The redemption is set to take effect on September 18, 2026. As of September 8, 2026, $600.0 million in aggregate principal amount of the notes was outstanding. The redemption price will be paid in cash and calculated under the formula set forth in the supplemental indenture governing the notes. The company stated that it intends to fund the redemption using commercial paper borrowings and/or cash on hand. The filing notes that the news release is furnished under Regulation FD and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. The filing is primarily a debt-management notice rather than a report on operating results. It does not state a redemption premium amount, a total redemption price, or any effect on the company's financial results. Investors seeking the specific redemption price or terms should refer to the notice distributed to holders by the trustee under the indenture.

Sep 8, 2026 8-K

Constellation Brands 8-K Report, Executive Changes (Jul 24, 2026)

On July 22, 2026, Constellation Brands, Inc. held its virtual Annual Meeting of Stockholders, where shareholders elected all 12 board nominees to one-year terms and approved an amendment and restatement of the Constellation Brands, Inc. Long-Term Stock Incentive Plan. The amended plan extends its term through July 22, 2036, establishes a reserve of 6,000,000 shares of Class A Common Stock for future grants, and makes several other changes, including a new exception to the $750,000 annual non-employee director compensation limit for a non-executive Board chair, lead independent director, or special committee members, and removal of language previously needed for the Section 162(m) performance-based compensation exception. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending February 28, 2027, and approved, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. Following the meeting, the Board appointed E. Morgan Flatley to the Human Resources Committee. The filing reports vote tallies for each proposal. Director Richard Sands and Robert Sands received the most votes against among nominees, at approximately 16.3 million each, while the plan amendment received 141,885,558 votes for and 2,943,598 against. The full plan text is filed as Appendix 2 to the June 8, 2026 definitive proxy statement, and a form of director restricted stock unit agreement is filed as Exhibit 10.1.

Jul 24, 2026 8-K

Constellation Brands 8-K Report, Financial Results (Jun 30, 2026)

Constellation Brands, Inc. reported first quarter fiscal 2027 results for the period ended May 31, 2026, in a news release furnished as Exhibit 99.1. Reported net sales were $2,433 million, down 3% from $2,515 million a year earlier, while organic net sales were $2,433 million versus a prior-year organic base of $2,373 million, which the release describes as up 3%. Reported operating income rose 18% to $845 million and reported EPS rose 31% to $3.79. On a comparable (non-GAAP) basis, operating income increased 6% to $834 million and EPS increased 7% to $3.43. The Beer segment's net sales grew 2% to $2,283.5 million with segment operating margin of 39.0%, while the Wine and Spirits segment's reported net sales fell 47% to $149.2 million due to the 2025 Wine Divestitures, though organic net sales rose 8%. For fiscal 2027, the company updated its reported EPS outlook to $11.50 to $12.20 and affirmed its comparable EPS outlook of $11.20 to $11.90, along with operating cash flow guidance of $2.4 to $2.5 billion and free cash flow guidance of $1.6 to $1.7 billion. Operating cash flow for the quarter was $661.8 million and free cash flow was $484.6 million. The company repurchased $324 million of shares year-to-date through June 2026 and its board declared a quarterly dividend of $1.03 per Class A share, payable August 13, 2026, to holders of record as of July 30, 2026. The filing also includes the company's balance sheet, showing cash of $96.6 million and long-term debt of $9,094.9 million plus current maturities of $1,102.6 million as of May 31, 2026. The release notes that the company's comparable net leverage ratio target is approximately 3.0x, and it describes ongoing construction of a third brewery in Veracruz.

Jun 30, 2026 8-K

Constellation Brands 8-K Report, Executive Changes (May 21, 2026)

Constellation Brands, Inc. (NYSE: STZ) filed a Current Report on Form 8-K on May 21, 2026, to report the election of E. Morgan Flatley to its Board of Directors. The Board was expanded from eleven to twelve members on May 20, 2026, and filled the new seat with Ms. Flatley, effective immediately. She is Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald's Corporation, a role she has held since February 2023. The Board has determined she is independent under New York Stock Exchange requirements. Her compensation as a non-management director will be prorated from her start date to the next annual meeting of stockholders. Her committee appointments will be determined at a later date. The filing states there are no arrangements or related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. The company's news release announcing the appointment, furnished as Exhibit 99.1, states that the board returns to twelve members following the April 2026 retirement of former President and CEO Bill Newlands from the Board. The release describes the appointment as a continuation of the company's board refreshment process. The filing contains no financial results or guidance.

May 21, 2026 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (May 6, 2026)

Constellation Brands, Inc. (NYSE: STZ) filed a Form 8-K on May 6, 2026 reporting two related debt transactions. First, the company issued $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 under Supplemental Indenture No. 37, dated May 6, 2026, at a public offering price of 99.943% of principal. The notes were registered under a Form S-3 filed November 7, 2025, and are described in a Prospectus Supplement dated May 4, 2026. Interest is payable semi-annually on May 6 and November 6, beginning November 6, 2026, and the notes mature May 6, 2031. The indenture includes customary events of default and covenants, including limits on liens and sale and leaseback transactions. Second, the company gave notice for full redemption, prior to maturity, of all of its outstanding 3.700% Senior Notes due 2026, with $600.0 million in aggregate principal outstanding as of May 6, 2026. The redemption is to be effected on May 18, 2026, with the price payable in cash under the formula in the governing supplemental indenture. The filing does not state the redemption premium. Taken together, the transactions replace $600.0 million of 3.700% notes maturing in 2026 with $500.0 million of new 4.850% notes due 2031. The filing does not state the net proceeds or how the company intends to use them beyond the redemption.

May 6, 2026 8-K

Constellation Brands 8-K Report, Corporate Update (May 5, 2026)

Constellation Brands, Inc. (STZ) reported in this Form 8-K that on May 4, 2026 it entered into an underwriting agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc., as representatives of the underwriters, for the sale of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031. The notes are priced at 99.943% of principal, and the purchase by the underwriters is scheduled to close on May 6, 2026, subject to customary closing conditions. The company intends to use the net proceeds, together with commercial paper borrowings and/or cash on hand, to redeem before maturity all of its outstanding $600 million 3.700% Senior Notes due 2026, with the balance applied to general corporate purposes. The offering is being made under a Registration Statement on Form S-3 (File No. 333-291350), with a prospectus dated November 7, 2025 and a prospectus supplement dated May 4, 2026. The filing also files the legal opinion of McDermott Will & Schulte LLP (Exhibit 5.1) and the related consent (Exhibit 23.1) for incorporation into the registration statement. For investors, the main takeaway is a refinancing: the company is replacing $600 million of 2026 maturities with $500 million of longer-dated 2031 debt, with the difference funded by commercial paper or cash on hand.

May 5, 2026 8-K

Earnings & ResultsRegulation FDOther Events+1

Constellation Brands 8-K Report, Regulation FD Disclosure (May 4, 2026)

Constellation Brands, Inc. (NYSE: STZ) filed a Current Report on Form 8-K dated May 4, 2026, under Item 7.01 (Regulation FD Disclosure) to furnish a news release announcing the pricing of a public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031. The notes were priced at 99.943% of principal amount and will be senior obligations ranking equally with all of Constellation's other senior unsecured indebtedness. Closing is expected on May 6, 2026, subject to customary closing conditions. According to the release, Constellation intends to use the net proceeds, together with commercial paper borrowings and/or cash on hand, to redeem prior to maturity all of its outstanding 3.700% Senior Notes due 2026 in the aggregate principal amount of $600 million, with any remaining proceeds used for general corporate purposes. BofA Securities, Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc. are the joint book-running managers. For investors, the filing is primarily a debt refinancing and liability management event rather than an operational update. The filing contains no financial results, guidance, or operating metrics. The release is furnished rather than filed for purposes of Section 18 of the Exchange Act.

May 4, 2026 8-K

Constellation Brands 8-K Report, Financial Results (Apr 8, 2026)

Constellation Brands, Inc. reported results for its fiscal year and fourth fiscal quarter ended February 28, 2026, and issued an updated fiscal 2027 outlook while withdrawing its fiscal 2028 outlook. For fiscal 2026, net sales were $9.14 billion, down 10% on a reported basis, with reported operating income of $2.72 billion and reported diluted EPS of $9.61. On a comparable (non-GAAP) basis, EPS was $11.82, down 14%, and comparable operating income was $2.94 billion, down 9%. Beer net sales were $8.32 billion, down 3%, with beer operating margin of 38.0%, while Wine & Spirits net sales fell 51% to $823.8 million, largely reflecting the 2025 Wine Divestitures and the SVEDKA Divestiture. Fourth-quarter beer net sales rose 1% and depletions grew 0.6%. Cash generation and capital returns were highlighted: fiscal 2026 operating cash flow was $2.67 billion and free cash flow was $1.79 billion, and the company repurchased $924.1 million of shares during the year plus an additional $75 million in March. The board declared a quarterly dividend of $1.03 per Class A share (an increase of 1%), payable May 14, 2026, to holders of record on April 29, 2026. For fiscal 2027, management guides to reported EPS of $11.10 to $11.80 and comparable EPS of $11.20 to $11.90, with enterprise organic net sales growth (decline) of (1)% to 1%, an operating margin of 32% to 33%, operating cash flow of $2.4 to $2.5 billion, and free cash flow of $1.6 to $1.7 billion. Management cited a dynamic operating environment and limited near-term visibility as reasons for the update.

Apr 8, 2026 8-K

Constellation Brands 8-K Report, Executive Changes (Feb 12, 2026)

On February 10, 2026, Constellation Brands, Inc. (STZ) Board appointed Nicholas I. Fink as President and Chief Executive Officer, effective April 13, 2026. Fink, 51, has been a Constellation director since January 2021 and will remain on the Board. He currently serves as CEO and a director of Fortune Brands Innovations, Inc. and previously held senior roles at Suntory Global Spirits. Fink's Employment Agreement runs from February 10, 2026 to February 28, 2027, with automatic one-year renewals, provides a base salary of $1,400,000, a Fiscal 2027 AMIP target of 160% of base salary, and a Fiscal 2027 annual LTSIP equity award with a grant date fair value of $11,000,000. He will also receive a Replacement Equity Award of 85,385 restricted stock units and 415,295 nonqualified stock options to offset forfeited equity from his current employer. William A. (Bill) Newlands will step down as President and CEO and retire from the Board effective April 13, 2026 (the 8-K also states his departure as an employee on April 30, 2026). From the Effective Date through April 30, 2026, he will serve as Strategic Advisor, and he will then be eligible for severance under his pre-existing employment agreement, subject to a release of claims. Under a Transition Agreement, Newlands will serve as a consultant from May 1, 2026 through December 31, 2026 for a total consulting fee of $1,200,000, plus expense reimbursement, and will provide strategic transition support to Fink. The Board chair, Chris Baldwin, stated that the company has a solid foundation and highlighted Modelo Especial becoming the #1 selling beer in U.S. dollar sales during Newlands' tenure. The leadership change is the principal disclosure in this filing, and the 8-K also furnishes the February 12, 2026 news release as Exhibit 99.1 under Regulation FD.

Feb 12, 2026 8-K

Constellation Brands 8-K Report, Financial Results (Jan 7, 2026)

Constellation Brands, Inc. filed this Form 8-K on January 7, 2026 to furnish its news release (Exhibit 99.1) announcing results for the third fiscal quarter ended November 30, 2025, and to report a quarterly cash dividend declaration. Third-quarter net sales were $2,222.8 million, down 10% from $2,463.8 million, with organic net sales down 2%. Reported operating income was $692.0 million (down 13%), reported net income attributable to CBI was $502.8 million, and reported diluted EPS was $2.88 versus $3.39 a year earlier. Comparable diluted EPS was $3.06, down 6%, and comparable operating income was $738.9 million, flat year over year. Beer remained the core of results, with net sales of $2,009.7 million (down 1%) and depletions down 3.0%. The company said the Beer Business gained dollar and volume share in Circana U.S. tracked channels. Wine and Spirits net sales fell 51% to $213.1 million, reflecting the SVEDKA Divestiture and the 2025 Wine Divestitures; organic net sales declined 7%, and operating income fell to $33.7 million from $95.2 million. Management updated its fiscal 2026 reported EPS outlook to $9.72 to $10.02 and affirmed its comparable EPS outlook of $11.30 to $11.60, operating cash flow target of $2.5 to $2.6 billion, and free cash flow target of $1.3 to $1.4 billion. Year-to-date share repurchases totaled $824.1 million, and the board declared a quarterly dividend of $1.02 per Class A share payable February 12, 2026, to holders of record on January 29, 2026.

Jan 7, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

Constellation Brands 8-K Report, Corporate Update (Nov 7, 2025)

Constellation Brands, Inc. filed a Form 8-K on November 7, 2025 under Item 8.01 (Other Events) to disclose two related securities actions. On the same day, the company filed an automatic shelf registration statement on Form S-3 (File No. 333-291350) covering an unspecified amount of Class A Common Stock, par value $0.01 per share, debt securities and certain other securities. The company also filed a prospectus supplement to that registration statement registering the resale of up to 21,274,829 shares of Class A Common Stock by selling stockholders identified in the supplement. The company states that it will not receive any proceeds from sales of these shares by the selling stockholders. The 8-K itself is filed to provide the legal opinion on the validity of the shares covered by the resale prospectus supplement, attached as Exhibit 5.1 (an opinion from the Executive Vice President and Chief Legal Officer). The filing contains no financial results or operating metrics.

Nov 7, 2025 8-K

Constellation Brands 8-K Report, Agreement Terminated (Oct 17, 2025)

Constellation Brands, Inc. filed this Current Report on Form 8-K to report two items. Under Item 1.02, the company terminated its Term Loan Credit Agreement dated May 9, 2025, with Bank of America, N.A., as administrative agent. That agreement provided for a $500 million delayed draw term loan. The company gave notice on October 16, 2025, and the termination is effective October 21, 2025. The commitments would otherwise have terminated on November 7, 2025. The company had no borrowings outstanding under the facility and incurred no early termination penalties. Under Item 8.01, the company entered into Supplemental Indenture No. 36 with Manufacturers and Traders Trust Company, as trustee, dated October 17, 2025. Under this indenture, the company issued $500.0 million aggregate principal amount of 4.950% Senior Notes due 2035 at a public offering price of 99.716% of principal. The notes were registered under the company's Form S-3 (File No. 333-268289), filed November 10, 2022. Interest is payable May 1 and November 1 each year, beginning May 1, 2026, and the notes mature November 1, 2035. The company may redeem the notes in whole or in part at its option. The filing describes the supplemental indenture's customary events of default, including cross-acceleration on indebtedness above $200.0 million, and covenants on liens and sale-leaseback transactions. The filing states that the terms of the notes are more fully described in the "Description of the Notes" section of the prospectus supplement dated October 15, 2025, which was filed with the SEC on October 16, 2025.

Oct 17, 2025 8-K

Constellation Brands 8-K Report, Corporate Update (Oct 16, 2025)

Constellation Brands, Inc. entered into an underwriting agreement on October 15, 2025 with BofA Securities, Inc., BBVA Securities Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, for the sale by the Company of $500.0 million aggregate principal amount of 4.950% Senior Notes due 2035. The notes are being sold at a public offering price of 99.716% of principal amount, and the purchase by the Underwriters is scheduled to close on October 17, 2025, subject to customary closing conditions. The Company states it intends to use the net proceeds for general corporate purposes, including to redeem all of its outstanding 4.400% Senior Notes due 2025 in the aggregate principal amount of $500 million. The offering is made under the Company's Form S-3 registration statement (File No. 333-268289), using a prospectus dated November 10, 2022 and a prospectus supplement dated October 15, 2025. The filing also includes a legal opinion from McDermott Will & Schulte LLP dated October 16, 2025, regarding the legality of the notes, which is filed as Exhibit 5.1 and incorporated into the registration statement. The filing is primarily administrative in nature, documenting the debt issuance and the refinancing of the 2025 notes.

Oct 16, 2025 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (Oct 15, 2025)

Constellation Brands, Inc. (NYSE: STZ) announced on October 15, 2025 that it priced a public offering of $500.0 million aggregate principal amount of 4.950% Senior Notes due 2035, at a public offering price of 99.716% of principal amount. The notes will be senior unsecured obligations ranking equally with all of Constellation's other senior unsecured indebtedness. The filing furnishes the news release under Item 7.01 (Regulation FD Disclosure), and the information is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. Closing is expected on October 17, 2025, subject to customary closing conditions. Constellation intends to use the net proceeds for general corporate purposes, including redeeming all of its outstanding $500 million of 4.400% Senior Notes due 2025. BofA Securities, BBVA Securities, J.P. Morgan Securities and Wells Fargo Securities are the joint book-running managers. For investors, the transaction is primarily a refinancing: a $500 million issuance is paired with the redemption of an equal $500 million of maturing-rate notes. The filing does not state the impact on interest expense, leverage, or cash flow beyond these stated uses of proceeds.

Oct 15, 2025 8-K

Leadership ChangesCorporate ChangesRegulation FD+1

Constellation Brands 8-K Report, Financial Results (Oct 6, 2025)

Constellation Brands, Inc. furnished a news release dated October 6, 2025 (Exhibit 99.1) announcing financial condition and results for the second fiscal quarter ended August 31, 2025. Net sales were $2,481.0 million, down 15% from $2,918.9 million a year earlier, and organic net sales declined 8%. Reported operating income was $874.0 million and reported net income attributable to CBI was $466.0 million, or $2.65 per diluted share. Comparable EPS was $3.63, down 16% from $4.32. The Beer business reported net sales of $2,345.0 million, down 7%, with shipments down 8.7% and depletions down 2.7%. Wine and Spirits net sales fell 65% to $136.0 million, reflecting the SVEDKA Divestiture and the 2025 Wine Divestitures, and the segment recorded an operating loss of $(19.8) million. Management updated its fiscal 2026 reported EPS outlook to $9.86 to $10.16 and affirmed its comparable EPS outlook of $11.30 to $11.60. It also affirmed operating cash flow guidance of $2.5 to $2.6 billion and free cash flow guidance of $1.3 to $1.4 billion. Year-to-date operating cash flow was $1.5 billion ($1,489.3 million) and free cash flow was $1.1 billion ($1,079.2 million). The company repurchased $604 million of shares through September 2025 and declared a quarterly dividend of $1.02 per share, payable November 13, 2025. The filing states that management continues to navigate a challenging socioeconomic environment that has dampened consumer demand. It also cites distributor inventory rebalancing and increased costs, including aluminum tariffs, as headwinds. The Beer business continues to expect fiscal 2026 net sales to decline 2% to 4%, and the Wine and Spirits business expects organic net sales to decline 17% to 20%.

Oct 6, 2025 8-K

Constellation Brands 8-K Report, Executive Changes (Oct 2, 2025)

Constellation Brands, Inc. (NYSE: STZ) disclosed in an October 2, 2025 Form 8-K that James O. Bourdeau, Executive Vice President and Chief Legal Officer, will retire as Chief Legal Officer effective February 28, 2026. Jeffrey H. LaBarge, who joined the Company in August 2016, has been named to succeed him as Executive Vice President and Chief Legal Officer effective March 1, 2026. Bourdeau will then serve as Executive Vice President and Strategic Advisor through March 1, 2027, under a New Employment Agreement with an annual base salary of $560,000 and a cash incentive target of 80% of base salary. The agreement provides specified severance-type benefits if he is terminated without cause or resigns for Good Reason before the Employment End Date, but no severance upon expiration. The Board also amended and restated the By-Laws effective September 30, 2025, to align with recent Delaware General Corporation Law amendments, require the chair of stockholder meetings to be a director or officer, and reserve the white proxy card for exclusive use of the Board. Separately, the Board declared a quarterly cash dividend of $1.02 per share on Class A Common Stock and $0.92 per share on Class 1 Convertible Common Stock, payable November 13, 2025, to holders of record as of October 30, 2025. For investors, the filing describes an orderly, planned leadership transition in the legal function, with the outgoing officer staying on in an advisory capacity for a year. The filing does not describe any financial results or operational impacts of these changes.

Oct 2, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Constellation Brands 8-K Report, Financial Results (Sep 2, 2025)

Constellation Brands, Inc. (NYSE: STZ) issued a news release on September 2, 2025 reporting results for its second fiscal quarter ended August 31, 2025 and updating its fiscal 2026 outlook (Exhibit 99.1), and furnished presentation materials for investor meetings (Exhibit 99.2). The company lowered its fiscal 2026 guidance: reported EPS is now $10.77 to $11.07 (prior $12.07 to $12.37) and comparable EPS is $11.30 to $11.60 (prior $12.60 to $12.90). Management attributes the change to incremental macroeconomic headwinds affecting consumer demand, with high-end beer buy rates decelerating sequentially and declining more sharply among Hispanic consumers. The updated outlook calls for Enterprise organic net sales to decline (6)% to (4)% (prior (2)% to 1%), Beer net sales to decline (4)% to (2)% (prior 0% to 3%), and comparable Enterprise operating income to decline (11)% to (9)% (prior (3)% to (1)%). Beer operating income is now expected to decline (9)% to (7)%, citing lower volumes, operating deleveraging and additional tariffs. Operating cash flow is guided to $2.5 to $2.6 billion (prior $2.7 to $2.8 billion) and free cash flow to $1.3 to $1.4 billion (prior $1.5 to $1.6 billion), with capital expenditures unchanged at about $1.2 billion. Management also said that distributor inventory rebalancing is occurring earlier than typical, so shipments in the second quarter are expected to trail depletions by 6.0 to 7.0 points. Through the first half of the year, the company had repurchased $604 million of shares under its three-year $4 billion authorization. The filing notes the outlook reflects the SVEDKA Divestiture and 2025 Wine Divestitures, which excluded $711 million of net sales and $245 million of gross profit less marketing from year-over-year results.

Sep 2, 2025 8-K

Constellation Brands 8-K Report, Executive Changes (Jul 17, 2025)

Constellation Brands, Inc. reported two items in this Form 8-K. First, on July 15, 2025, the Human Resources Committee of the Board approved equity grants to Garth Hankinson, Executive Vice President and Chief Financial Officer, to recognize his leadership and oversight of the Company's previously announced enterprise cost-savings agenda. He received 7,531 restricted stock units and 7,531 performance share units, both under the Long-Term Stock Incentive Plan. The RSUs vest on May 1, 2028, subject to continued service. The PSUs also vest on May 1, 2028, and their share count depends on Enterprise Cost Savings and Relative Total Stockholder Return performance. Second, the Annual Meeting of Stockholders was held virtually on July 15, 2025. Stockholders elected all 12 director nominees to one-year terms ending at the 2026 annual meeting. They also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending February 28, 2026, with 160,873,738 votes for and 4,007,921 against. On an advisory basis, stockholders approved the compensation of the named executive officers, with 146,512,941 votes for and 8,074,533 against. For investors, the filing's main points are the CFO's performance-linked equity awards tied to cost savings and relative shareholder return, and the stockholder votes. Richard Sands and Robert Sands each drew about 19.4 million votes against their election, the largest opposition among the nominees.

Jul 17, 2025 8-K

Constellation Brands 8-K Report, Financial Results (Jul 1, 2025)

On July 1, 2025, Constellation Brands, Inc. (STZ) reported first-quarter fiscal 2026 results for the quarter ended May 31, 2025, with net sales of $2,515.0 million, down 6% from $2,661.8 million, and reported operating income of $713.8 million, down 24%. Reported diluted EPS was $2.90, down 39%, while comparable EPS was $3.22, down 10%. Beer net sales declined 2% to $2,234.5 million on a 3.3% decline in shipments, with operating margin falling to 39.1%. Wine and Spirits net sales fell 28% to $280.5 million, with an operating loss of $6.0 million, reflecting the SVEDKA divestiture and weaker mainstream wine demand. The company stated that the wine divestiture transaction closed on June 2, 2025. The company updated its fiscal 2026 reported EPS outlook to $12.07 to $12.37, while maintaining its comparable EPS outlook of $12.60 to $12.90, operating cash flow target of $2.7 to $2.8 billion, and free cash flow projection of $1.5 to $1.6 billion. Operating cash flow for the quarter was $637.2 million, and free cash flow was $444.4 million, up from $315.2 million a year earlier. The company repurchased $381 million of shares through June 2025 and declared a quarterly dividend of $1.02 per Class A share, payable August 14, 2025. The filing also announces leadership changes in investor relations, with Blair Veenema assuming leadership effective July 3, 2025, and Joseph Suarez named Senior Vice President, Finance, Wine and Spirits.

Jul 1, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Constellation Brands 8-K Report, Regulation FD Disclosure (Jun 2, 2025)

On June 2, 2025, Constellation Brands, Inc. (NYSE: STZ) reported that it closed its previously announced transaction with The Wine Group, divesting primarily mainstream wine brands along with associated inventory, facilities, and vineyards. Brands divested include Woodbridge, Meiomi, Robert Mondavi Private Selection, Cook's, SIMI, and J. Rogét sparkling wine. The company stated it sold and, in certain instances, exclusively licensed the trademarks of a portion of its wine and spirits business. Constellation's retained wine portfolio is positioned as highly regarded wines predominantly priced $15 and above, including Robert Mondavi Winery, Schrader, Kim Crawford, Ruffino, and Sea Smoke, along with craft spirits such as High West whiskey and Casa Noble tequila. CEO Bill Newlands said the repositioned portfolio is focused exclusively on the higher end, aligned with consumer-led premiumization trends. The company stated that its fiscal 2026 outlook and its outlook for fiscal 2027 and fiscal 2028, provided on April 9, 2025, remain unchanged. Separately, the company announced full redemption before maturity of its 4.75% Senior Notes due 2025 and 5.00% Senior Notes due 2026, with $900.0 million in aggregate principal outstanding as of June 2, 2025. The 4.75% notes are to be redeemed on July 2, 2025, and the 5.00% notes on June 12, 2025, at a cash redemption price calculated under the supplemental indentures.

Jun 2, 2025 8-K

Constellation Brands 8-K Report, Material Agreement (May 9, 2025)

On May 9, 2025, Constellation Brands, Inc. entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, and certain other lenders. The agreement provides a delayed draw term loan available in up to two draws for an aggregate principal amount of $500 million. If drawn, the company intends to use the proceeds for general corporate purposes, including repayment of indebtedness. Commitments terminate on the earliest of full draw or termination, the second funding date, or November 7, 2025, and the term loans mature two years after the initial borrowing. The Term Loans bear interest at Term SOFR or Base Rate plus margins tied to the company's S&P or Moody's credit rating: 0.750% to 1.250% per annum for Term SOFR loans and 0.000% to 0.250% per annum for Base Rate loans. Unused commitments incur a ticking fee of 0.080% per annum, beginning 30 days after the Effective Date. The covenants are consistent with the company's Eleventh Amended and Restated Revolving Credit Agreement dated April 28, 2025, and include a minimum Consolidated Interest Coverage Ratio of 2.50:1.00 and a maximum Consolidated Net Leverage Ratio of 4.00:1.00, stepping up to 4.50:1.00 for the four fiscal quarters following a Material Acquisition. The net leverage calculation is net of up to $750 million of unrestricted cash and cash equivalents. The filing also discloses that certain lenders and their affiliates have provided and may continue to provide banking and other services to the company, and that some lenders have credit facilities with Sands family investment vehicles, which are in some cases affiliates of the company. Those facilities are secured by pledges of Class A common stock of the company.

May 9, 2025 8-K

Constellation Brands 8-K Report, Corporate Update (May 1, 2025)

Constellation Brands, Inc. (STZ) reported in this Form 8-K, filed May 1, 2025, that on May 1, 2025 it entered into Supplemental Indenture No. 35 with Manufacturers and Traders Trust Company, as trustee. Under the Indenture, the company issued $500.0 million aggregate principal amount of 4.800% Senior Notes due 2030 at a public offering price of 99.824% of principal amount. The notes were registered under the company's Form S-3 (File No. 333-268289) filed November 10, 2022, and are described in the Prospectus Supplement dated April 29, 2025, filed with the SEC on April 30, 2025. The notes pay interest semi-annually on May 1 and November 1, beginning November 1, 2025, and mature on May 1, 2030. The company may redeem the notes in whole or in part at its option under the terms of the Supplemental Indenture. The indenture contains customary events of default, including non-payment of principal, premium or interest, failure to comply with covenants, cross-payment default or acceleration on indebtedness above $200.0 million, and bankruptcy or insolvency events. Holders of at least 25% of the outstanding notes may declare the amounts due upon an uncured event of default. Customary covenants cover liens and sale-and-leaseback transactions. For investors, the filing is a debt financing disclosure rather than an earnings or operational update. It documents the terms of a new $500.0 million senior unsecured-style note issuance and the related contractual protections, and it incorporates the full terms by reference to Exhibit 4.1.

May 1, 2025 8-K

Constellation Brands 8-K Report, Corporate Update (Apr 30, 2025)

Constellation Brands, Inc. entered into an underwriting agreement on April 29, 2025 with BofA Securities, Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, for the sale of $500.0 million aggregate principal amount of 4.800% Senior Notes due 2030. The notes are priced at 99.824% of principal amount, and the purchase by the underwriters is scheduled to close on May 1, 2025, subject to customary closing conditions. The Company states it intends to use the net proceeds for general corporate purposes, including repayment of commercial paper and other indebtedness, working capital, funding capital expenditures, and other business opportunities. The offering is being made under the Company's Form S-3 registration statement (File No. 333-268289), with a prospectus dated November 10, 2022 and a prospectus supplement dated April 29, 2025. The filing also includes a legal opinion from McDermott Will & Emery LLP dated April 30, 2025 regarding the legality of the notes, filed as Exhibit 5.1 and incorporated into the registration statement. The filing does not describe any change in financial results or guidance.

Apr 30, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Constellation Brands 8-K Report, Regulation FD Disclosure (Apr 29, 2025)

On April 29, 2025, Constellation Brands, Inc. (NYSE: STZ) announced that it priced a public offering of $500.0 million aggregate principal amount of 4.800% Senior Notes due 2030. The notes were priced at 99.824% of principal amount. The notes will be senior unsecured obligations ranking equally with Constellation's other senior unsecured indebtedness. Closing of the offering is expected on May 1, 2025, subject to customary closing conditions. Constellation intends to use the net proceeds for general corporate purposes, including repayment of commercial paper and other indebtedness, working capital, funding capital expenditures, and other business opportunities. The filing is a Regulation FD disclosure furnishing the pricing news release as Exhibit 99.1. BofA Securities, BNP Paribas, Goldman Sachs & Co. LLC, and J.P. Morgan Securities are joint book-running managers of the offering.

Apr 29, 2025 8-K

Constellation Brands 8-K Report, Material Agreement (Apr 28, 2025)

On April 28, 2025, Constellation Brands, Inc. entered into a Restatement Agreement with CB International Finance S.à r.l. (an indirect wholly owned subsidiary organized in Luxembourg) and Bank of America, N.A., as administrative agent, with certain lenders. The agreement amends and restates the Tenth Amended and Restated Credit Agreement dated April 14, 2022, creating the Eleventh Restated Credit Agreement. The principal changes are: refinancing the existing $2.25 billion of aggregate commitments under the senior unsecured revolving credit facility, extending its maturity to April 28, 2030, and increasing the general liens basket from 7.5% to 10.0% of consolidated tangible assets. The Company unconditionally and irrevocably guarantees CBIF's obligations under the agreement, as well as hedge, cash management, and other monetary obligations of certain subsidiaries. The filing also discloses that certain lenders and the administrative agent and their affiliates have provided and may provide various banking, investment banking, lending, and advisory services to the Company for customary fees, and that the Company has entered into derivative arrangements with some of them. One lender is also the indenture trustee for certain of the Company's notes. Some lenders and agent affiliates also lend to Sands family investment vehicles, which are in some cases affiliates of the Company, secured by pledges of Class A common stock.

Apr 28, 2025 8-K

Earnings & ResultsRegulation FDOther Events+1

Constellation Brands 8-K Report, Regulation FD Disclosure (Apr 14, 2025)

Constellation Brands, Inc. filed a Form 8-K on April 14, 2025 to disclose a change in its senior management. The company announced that Paula K. Erickson, age 56, has been appointed Executive Vice President and Chief Human Resources Officer, effective April 21, 2025. She will join the Executive Management Committee and oversee all aspects of the company's HR business partnership, global talent initiatives, HR operations, and global total rewards programs. K. Kristann (Kris) Carey, the current EVP and Chief Human Resources Officer, will step down from that role effective April 21, 2025, and depart the company in May 2025. The company and Carey mutually agreed on the transition. Carey will serve in an advisory capacity for a brief period to work with Erickson and ensure continuity of the company's people strategy. The filing states that Carey spent nearly 12 years with the company. The announcement is a leadership transition within the HR function and contains no financial results, guidance, or operational metrics. The news release, furnished as Exhibit 99.1, is incorporated by reference under Regulation FD. Erickson previously served as Chief Human Resources Officer at Beam Suntory Inc.

Apr 14, 2025 8-K

Constellation Brands 8-K Report, Financial Results (Apr 9, 2025)

Constellation Brands, Inc. reported results for its fiscal year and fourth fiscal quarter ended February 28, 2025, in a news release furnished as Exhibit 99.1. Net sales for the fiscal year were $10,208.7 million, up from $9,961.8 million, and reported diluted EPS was $(0.45), compared with $9.39 a year earlier. The reported loss reflects goodwill and intangible asset impairments of $2,797.7 million and an assets held for sale impairment of $478.0 million, mainly related to the Wine and Spirits business. Comparable diluted EPS was $13.78, compared with $12.38. Operating cash flow was $3,152.2 million and free cash flow was $1,938.1 million, versus $2,780.0 million and $1,510.9 million in the prior year. The Beer Business remained the core of results, with fiscal 2025 net sales of $8,539.8 million, up from $8,162.6 million, and an operating margin of 39.7%. Wine and Spirits organic net sales declined 6%, and operating margin fell to 19.5%. Management issued fiscal 2026 comparable EPS guidance of $12.60 to $12.90 and reported EPS guidance of $12.33 to $12.63. Fiscal 2026 guidance also calls for enterprise organic net sales growth of (2)% to 1%, and the outlook reflects tariffs announced by the U.S. government on April 2, 2025 and the Canadian government on March 4, 2025. The company also announced an agreement with The Wine Group to fully divest, and in certain instances exclusively license the trademarks of, a portion of its wine and spirits business, centered on remaining mainstream wine brands. The transaction is expected to close immediately after the first fiscal quarter ending May 31, 2025, subject to closing conditions including regulatory approval. Separately, the Board declared a quarterly dividend of $1.02 per Class A share and authorized a new three-year share repurchase program of up to $4 billion, replacing the prior $2 billion authorization, which had approximately $1.5 billion remaining.

Apr 9, 2025 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (Feb 18, 2025)

Constellation Brands, Inc. (STZ) filed a Current Report on Form 8-K on February 18, 2025 to disclose a change in its senior management. Under Item 8.01, the company announced that E. Yuri Hermida, Executive Vice President and Chief Growth and Strategy Officer, will depart the company effective February 28, 2025, to pursue career interests outside the organization. The filing describes no financial results, and no financial figures are reported. Mallika Monteiro, Executive Vice President and Managing Director of Beer Brands, will serve as interim Chief Growth and Strategy Officer in addition to her current responsibilities leading the Beer Marketing organization. Chief Executive Officer Bill Newlands said Monteiro previously served as the company's Chief Growth and Strategy Officer and is well-versed in the Growth team's work. The company's announcement is furnished as Exhibit 99.1 under Item 7.01 (Regulation FD). For investors, the filing is a leadership transition rather than a financial event. The key items to monitor are whether the company names a permanent successor for the growth and strategy role, and whether Monteiro's dual responsibilities affect the beer business. The filing does not describe any effect on operations or guidance.

Feb 18, 2025 8-K

Constellation Brands 8-K Report, Financial Results (Jan 10, 2025)

Constellation Brands, Inc. (NYSE: STZ) furnished its news release for the third fiscal quarter ended November 30, 2024, under Item 2.02, and a dividend release under Item 7.01. Third-quarter net sales were $2,463.8 million, essentially flat, and operating income was $793.0 million. Reported diluted EPS was $3.39 and comparable diluted EPS was $3.25. Nine-month results were heavily affected by a $2,250.0 million goodwill impairment tied to the Wine and Spirits business, which reduced nine-month reported operating income to $505.2 million and reported diluted EPS to $1.61. The Beer Business continued to grow, with depletions up 3.2%, shipments up 1.6%, and net sales up 3% in the quarter. Management said consumers' subdued spending and value-seeking behavior, which emerged in the second quarter, persisted. Wine and Spirits net sales declined 14% on a 16.4% decline in shipments, and the company completed the divestiture of SVEDKA in January. Fiscal 2025 guidance was revised: reported EPS is now $3.90 to $4.30 and comparable EPS is $13.40 to $13.80, with the lower end of comparable EPS growth lowered. Beer net sales growth is now expected at 4% to 7%, while operating cash flow and free cash flow targets were raised to $2.9 to $3.1 billion and $1.6 to $1.8 billion, respectively. The company's nine-month operating cash flow was $2,557.5 million and free cash flow was $1,626.0 million. Management reported returning over $1.2 billion to shareholders through dividends and share repurchases through November 2024, including $668.1 million of treasury stock purchases in the nine months. The Board declared a quarterly dividend of $1.01 per Class A share, payable February 21, 2025.

Jan 10, 2025 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (Dec 3, 2024)

On December 3, 2024, Constellation Brands, Inc. (NYSE: STZ) disclosed in a Form 8-K that it has signed an agreement to divest its SVEDKA brand to global spirits company Sazerac. The filing states the transaction is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close in the coming months. The filing presents the sale as part of an ongoing effort to reshape the wine and spirits portfolio toward higher-end offerings. According to the attached news release (Exhibit 99.1), Constellation has divested the majority of its popular and mainstream wine and spirits brands over the last few years and is focused on premium and fine wine and craft spirits segments. Chief Executive Officer Bill Newlands said the actions taken to reshape the portfolio are intended to accelerate the performance of that business and meet growth objectives. Sazerac's CEO Jake Wenz described SVEDKA as a brand known for high-quality vodka-making traditions, premium liquid standards and flavor innovation. The filing states that Chief Financial Officer Garth Hankinson would provide additional commentary on the transaction during a fireside chat at the 2024 Morgan Stanley Global Consumer and Retail Conference on December 3, 2024. The filing does not disclose the purchase price or the financial effect of the divestiture.

Dec 3, 2024 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (Oct 8, 2024)

On October 8, 2024, Constellation Brands, Inc. filed a Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) and Item 8.01 (Other Events) to announce the appointment of E. Yuri Hermida, age 51, as Executive Vice President, Chief Growth and Strategy Officer. The company furnished a news release as Exhibit 99.1 detailing the appointment. The filing contains no financial results or quantitative financial data. In the new role, Hermida will oversee Consumer Insights & Innovation, Digital, Transformation, Media, New Business Ventures, and Strategy & Analytics. He will report directly to Bill Newlands, President and Chief Executive Officer, and will sit on the executive management committee. The release describes his background at Sovos Brands, where he was Chief Growth Officer and later President, and at Reckitt, as well as earlier roles at The Procter & Gamble Company. Hermida succeeds Mallika Monteiro, who previously led the Growth Organization and more recently took on additional responsibilities as Executive Vice President and Managing Director for the company's beer brand portfolio. Monteiro will continue to report to Newlands and remain on the executive management committee. For investors, the filing signals a leadership change focused on growth, digital, and strategy, while beer portfolio oversight remains with Monteiro.

Oct 8, 2024 8-K

Earnings & ResultsFinancial EventsRegulation FD+1

Constellation Brands 8-K Report, Financial Results (Oct 3, 2024)

Constellation Brands, Inc. reported second-quarter fiscal 2025 results (quarter ended August 31, 2024) in a news release furnished as Exhibit 99.1. Reported net sales were $2,918.9 million, up 3% from $2,836.8 million, while reported operating loss was $(1,229.4) million and reported diluted EPS was $(6.59). These results include a $2.25 billion non-cash goodwill impairment for the Wine and Spirits business. On a comparable basis, operating income rose 13% to $1,090 million and comparable EPS rose 14% to $4.32. The Beer Business was the main source of strength, with net sales up 6% to $2,530.2 million, shipments up 4.6%, and operating margin up 270 basis points to 42.6%. The Wine and Spirits business continued to weaken, with net sales down 12% to $388.7 million and operating income down 13% to $70.5 million, driven by a 9.8% decline in shipment volumes. The company expects Wine and Spirits net sales to decline 4-6% and operating income to decline 16-18% in fiscal 2025. The company updated its fiscal 2025 reported EPS outlook to $4.05-$4.25 and affirmed comparable EPS guidance of $13.60-$13.80. It also affirmed operating cash flow of $2.8-$3.0 billion and free cash flow of $1.4-$1.5 billion, and declared a quarterly dividend of $1.01 per share. Year-to-date operating cash flow was $1.87 billion, and $449 million of shares had been repurchased through August 2024.

Oct 3, 2024 8-K

Regulation FD

Constellation Brands 8-K Report, Regulation FD Disclosure (Oct 2, 2024)

Constellation Brands, Inc. filed a Current Report on Form 8-K on October 2, 2024, under Item 7.01 (Regulation FD Disclosure). The filing reports that on October 1, 2024, the Board of Directors declared a quarterly cash dividend of $1.01 per share of Class A Common Stock and $0.91 per share of Class 1 Convertible Common Stock. The dividend is payable on November 21, 2024, to stockholders of record of each class as of the close of business on November 5, 2024. The filing is a brief notice of this board action and contains no other financial results, guidance, or operating updates. The information is furnished under Item 7.01 rather than filed, so it is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 and is incorporated into other filings only where those filings specifically reference it.

Oct 2, 2024 8-K

Constellation Brands 8-K Report, Financial Results (Sep 3, 2024)

On September 3, 2024, Constellation Brands, Inc. reported that it updated its fiscal 2025 outlook and expects to record a non-cash goodwill impairment loss of approximately $1.5 billion to $2.5 billion for its Wine and Spirits segment in its second fiscal quarter ended August 31, 2024. The impairment reflects continued negative trends in the Wine and Spirits segment, primarily in the U.S. wholesale market, driven by declines in the overall wine market and in its mainstream and premium wine brands. The final amount is subject to internal analysis and review, including consultation with third-party valuation experts. The updated guidance lowers reported diluted EPS to $3.05 to $7.92 from $14.63 to $14.93, while raising the lower end of comparable EPS guidance to $13.60 to $13.80 from $13.50 to $13.80. Enterprise net sales growth is now expected at 4% to 6%, down from 6% to 7%, citing incremental macroeconomic headwinds affecting consumers, particularly unemployment, and prolonged inventory destocking in wine and spirits. Beer net sales growth is updated to 6% to 8%, and Beer operating income growth is raised to 11% to 12%. Wine and Spirits net sales are now expected to decline 6% to 4%, and operating income to decline 18% to 16%. Management stated that it remains on track for a solid mid single-digit volume increase for its Beer Business this fiscal year, though it noted recent deceleration in consumer demand growth. The company continues to target a net leverage ratio of about 3.0x on a comparable basis this fiscal year, and it has repurchased $449 million of shares in the first half of the fiscal year. Management also said it expects operating cash flow of $2.8 billion to $3.0 billion and free cash flow of $1.4 billion to $1.5 billion for fiscal 2025.

Sep 3, 2024 8-K

Leadership Changes

Constellation Brands 8-K Report, Executive Changes (Aug 29, 2024)

On August 29, 2024, Constellation Brands, Inc. filed a Current Report on Form 8-K under Item 5.02 (Departure of Directors or Certain Officers) to report a board change. The Board of Directors accepted the resignation of Judy A. Schmeling as a member of the Board, effective immediately. The Company stated that the resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, practices, or procedures. The Board and senior leadership thanked Ms. Schmeling for her service and wished her success in her future endeavors. The report is limited to this director departure and is signed by Garth Hankinson, Executive Vice President and Chief Financial Officer, on behalf of the registrant.

Aug 29, 2024 8-K

Shareholder Matters

Constellation Brands 8-K Report, Shareholder Vote Results (Jul 18, 2024)

Constellation Brands, Inc. filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held virtually on July 17, 2024. Stockholders elected all thirteen nominees to the Board of Directors for one-year terms ending at the 2025 annual meeting. Each director received a majority of votes cast, though the vote counts varied widely. Richard Sands and Robert Sands each received about 127.7 million votes for and roughly 30 million against, and Jennifer M. Daniels received 15,815,818 votes against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending February 28, 2025, with 164,933,074 votes for and 4,257,774 against. They approved, on an advisory basis, the compensation of the named executive officers, with 152,772,073 votes for and 4,726,105 against. Stockholders did not approve any of the three stockholder proposals: managing supply chain water risk, greenhouse gas emissions, and circular packaging. Each proposal received substantially more votes against than for. The water risk proposal drew 55,002,171 votes for and 101,911,198 against, the greenhouse gas proposal drew 42,005,272 for and 114,965,451 against, and the circular packaging proposal drew 38,535,006 for and 118,427,268 against.

Jul 18, 2024 8-K

Constellation Brands 8-K Report, Financial Results (Jul 3, 2024)

Constellation Brands, Inc. reported results for the first fiscal quarter ended May 31, 2024 (first quarter of fiscal 2025). Net sales were $2,661.8 million, up 6% from $2,514.9 million a year earlier. Reported operating income rose 23% to $941.6 million, and comparable operating income rose 12% to $924.0 million. Reported diluted EPS was $4.78, compared with $0.74 a year earlier, and comparable diluted EPS was $3.57, up 17%. Net income attributable to CBI was $877.0 million. The Beer Business drove the quarter, with net sales up 8% to $2,272.8 million, shipments up 7.6%, and operating margin of 40.6%, up 260 basis points. The Wine and Spirits Business was weaker, with net sales down 7% to $389.0 million, shipments down 5.1%, and operating income down 25% to $59.7 million, with margin of 15.3%. For fiscal 2025, the company updated its reported EPS outlook to $14.63 to $14.93 and affirmed its comparable EPS outlook of $13.50 to $13.80. It also affirmed its operating cash flow target of $2.8 to $3.0 billion and free cash flow projection of $1.4 to $1.5 billion. The Beer Business expects net sales growth of 7% to 9% and operating income growth of 10% to 12%. The Wine and Spirits Business expects net sales from a decline of 0.5% to growth of 0.5% and an operating income decline of 9% to 11%. Cash generation was mixed. Operating cash flow was $690.5 million, up 4%, while free cash flow was $315.2 million, down 19%, reflecting brewery capacity investments. Net leverage was 3.1x, and the company continues to target about 3.0x this fiscal year. In the quarter it repurchased $200 million of shares and paid dividends of $185.3 million. The board declared a quarterly dividend of $1.01 per Class A share, payable August 23, 2024.

Jul 3, 2024 8-K

Earnings & ResultsRegulation FDOther Events+1

Constellation Brands 8-K Report, Regulation FD Disclosure (Apr 18, 2024)

Constellation Brands, Inc. (NYSE: STZ) reported on April 18, 2024 that its indirect wholly-owned subsidiaries, Greenstar Canada Investment Limited Partnership and CBG Holdings LLC, converted their Common Shares of Canopy Growth Corporation into non-voting, non-participating Exchangeable Shares. The companies also agreed to exchange approximately C$81.2 million of the C$100 million promissory note due December 2024 issued by Canopy for Exchangeable Shares, with Greenstar forgiving all accrued but unpaid interest and the remaining principal. Following these transactions, Greenstar and CBG hold 26,261,474 Exchangeable Shares and no other Canopy securities. The Company stated that the transactions are expected to eliminate the impact of Canopy on its equity in earnings and are aligned with its intent not to deploy additional investment in Canopy. Investment in the Exchangeable Shares will be accounted for at fair value, with future impairments, if any, reported in income (loss) from unconsolidated investments. All Constellation board nominees resigned from Canopy's board effective April 18, 2024, and the investor rights, administrative services, co-development and other commercial agreements with Canopy were terminated, other than the consent agreement, certain termination agreements and the Note exchange agreement. The Credit Agreement Amendment, previously entered into in October 2022, became effective on April 18, 2024 following the share exchange and board resignations. Canopy shareholders had approved the share capital amendment creating the Exchangeable Shares at a special meeting held on April 12, 2024.

Apr 18, 2024 8-K

Constellation Brands 8-K Report, Financial Results (Apr 11, 2024)

On April 11, 2024, Constellation Brands, Inc. reported results for its fiscal year and fourth quarter ended February 29, 2024. Fiscal 2024 net sales were $9.96 billion, flat against the $9.45 billion... (see note below) and reported diluted EPS was $9.39, with comparable diluted EPS of $12.06 (or $12.38 excluding Canopy EIE). Reported operating income was $3.17 billion, and net income attributable to CBI was $1.73 billion. Operating cash flow was $2.78 billion and free cash flow was $1.51 billion, versus $1.72 billion in the prior year. The Beer Business drove growth, with net sales of $8.16 billion, up 9%, and depletions up 7.5%, while Wine and Spirits net sales declined 9% to $1.80 billion. For fiscal 2025 the company issued reported EPS guidance of $13.40 to $13.70 and comparable EPS guidance of $13.50 to $13.80. It also guided to operating cash flow of $2.8 to $3.0 billion and free cash flow of $1.4 to $1.5 billion, with capital expenditures of $1.4 to $1.5 billion, including approximately $1.2 billion for Mexico beer operations. The filing states that the company expects approximately $3 billion of capital expenditures from fiscal 2025 through fiscal 2028 for Mexico beer capacity. The Board declared a quarterly dividend of $1.01 per Class A share, payable May 17, 2024. The Canopy Growth equity-method investment continued to weigh on reported results, with a reported loss of $321.3 million for the year, and the filing shows equity method investments carried at $170.6 million at February 29, 2024, down from $663.3 million a year earlier.

Apr 11, 2024 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (Mar 11, 2024)

Constellation Brands, Inc. (NYSE: STZ) filed a Form 8-K on March 11, 2024 to disclose the appointment of Samuel J. Glaetzer, age 49, as Executive Vice President and President, Wine and Spirits Division, effective March 11, 2024. Glaetzer succeeds Robert Hanson, who previously held the role, and will also serve on the company's executive management committee. The filing furnishes a news release as Exhibit 99.1 under Items 7.01 and 8.01. According to the release, CEO Bill Newlands said the company's strategic wine and spirits brand portfolio transformation is largely complete, and that management is now shifting focus toward commercial and operational execution in the division, with the goal of delivering growth and improved profitability. Glaetzer, who joined the company in 2014 as managing director of its New Zealand and Australian operations, most recently served as Senior Vice President, Global Operations and International Sales. The filing is primarily a leadership change and contains no financial results, guidance, or quantitative figures. Investors should view it as a management appointment intended to support execution in the Wine and Spirits business.

Mar 11, 2024 8-K

Constellation Brands 8-K Report, Executive Changes (Feb 20, 2024)

Constellation Brands, Inc. (NYSE: STZ) reported in this Form 8-K, filed February 20, 2024, that its Board of Directors elected Christopher J. Baldwin as a director and appointed him non-executive Chair of the Board, both effective March 1, 2024. The Board determined Mr. Baldwin is independent under NYSE requirements. Mr. Baldwin is a Managing Partner of CVC Advisors (U.S.) Inc. since October 2020 and previously served as Chief Executive Officer and chairman of BJ's Wholesale Club Holdings Inc. He will remain on the BJ's board until its 2024 annual meeting, and has informed BJ's he will not stand for re-election there. His committee appointments will be determined later. Separately, Susan Somersille Johnson resigned from the Board, effective February 17, 2024, following a change in her principal employment responsibilities. The resignation was not due to any disagreement with the Company. The Board reduced its size to 12 members upon her resignation, then expanded it to 13 members effective March 1, 2024 to allow Mr. Baldwin's election. The company also furnished a news release dated February 20, 2024 (Exhibit 99.1) announcing these changes. The release describes the moves as a continuation of the Board refreshment and governance enhancement process launched after the company's transition from a dual to a single class share structure in November 2022. Interim board chair José Manuel Madero was quoted in the release.

Feb 20, 2024 8-K

Constellation Brands 8-K Report, Corporate Update (Jan 11, 2024)

Constellation Brands, Inc. reported on Form 8-K under Item 8.01 (Other Events) that on January 11, 2024 it entered into Supplemental Indenture No. 34 with Manufacturers and Traders Trust Company, as trustee, under which it issued $400.0 million aggregate principal amount of 4.800% Senior Notes due 2029. The notes were sold at a public offering price of 99.889% of principal amount. The notes were registered under the Securities Act of 1933 pursuant to a Form S-3 registration statement (File No. 333-268289) filed with the SEC on November 10, 2022. Interest is payable on January 15 and July 15 each year, beginning July 15, 2024, and the notes mature on January 15, 2029. The company may redeem the notes in whole or in part at its option under terms set out in the Supplemental Indenture. The filing states that the indenture contains customary Events of Default, under which the trustee or holders of at least 25% of the outstanding notes may declare all unpaid principal, premium, if any, and accrued interest immediately due and payable. Full terms are described in the "Description of the Notes" section of the Prospectus Supplement dated January 9, 2024, filed with the SEC on January 10, 2024.

Jan 11, 2024 8-K

Constellation Brands 8-K Report, Corporate Update (Jan 10, 2024)

Constellation Brands, Inc. (STZ) filed this Current Report on Form 8-K to disclose that on January 9, 2024, it entered into an underwriting agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, for the sale of $400.0 million aggregate principal amount of 4.800% Senior Notes due 2029. The notes are priced at 99.889% of principal amount, and the purchase by the underwriters is scheduled to close on January 11, 2024, subject to customary closing conditions. The Company intends to use the net proceeds for general corporate purposes, including working capital, funding capital expenditures, repayment of indebtedness, and other business opportunities. The offering is being made under the Company's Registration Statement on Form S-3 (File No. 333-268289), with a Prospectus dated November 10, 2022, and a Prospectus Supplement dated January 9, 2024. The filing also includes the legal opinion of McDermott Will & Emery LLP regarding the legality of the notes, filed as Exhibit 5.1 and incorporated into the Registration Statement, along with the underwriting agreement as Exhibit 1.1 and the inline XBRL cover page as Exhibit 104.

Jan 10, 2024 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (Jan 9, 2024)

On January 9, 2024, Constellation Brands, Inc. (NYSE: STZ) announced that it priced a public offering of $400.0 million aggregate principal amount of 4.800% Senior Notes due 2029. The notes were priced at 99.889% of principal amount and will be senior obligations ranking equally with all of Constellation's other senior unsecured indebtedness. Closing of the offering is expected on January 11, 2024, subject to customary closing conditions. Constellation intends to use the net proceeds for general corporate purposes, including working capital, funding capital expenditures, repayment of indebtedness and other business opportunities. BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC are the joint book-running managers. The filing is a Regulation FD disclosure furnishing the pricing news release (Exhibit 99.1). It contains no financial results, guidance or other operating information.

Jan 9, 2024 8-K

Constellation Brands 8-K Report, Financial Results (Jan 5, 2024)

Constellation Brands, Inc. reported results for its third fiscal quarter ended November 30, 2023, in a news release furnished as Exhibit 99.1 to this Form 8-K. Net sales were $2,470.9 million, up 1% from $2,436.5 million a year earlier, and reported operating income was $796.9 million. Reported diluted EPS was $2.76, while comparable EPS was $3.19 and comparable EPS excluding Canopy EIE was $3.24. The Beer business drove results, with net sales of $1,968.5 million, up 4%, depletions up 8.2%, and Modelo Especial growing approximately 12%. Wine and Spirits net sales were $502.4 million, down 8%, and the company lowered its fiscal 2024 Wine and Spirits outlook to an organic net sales decline of 7 - 9% and an operating income decline of 6 - 8%. The company updated its fiscal 2024 reported EPS outlook to $9.15 - $9.35 and affirmed its comparable EPS outlook excluding Canopy EIE of $12.00 - $12.20. It raised its fiscal 2024 operating cash flow target to $2.6 - $2.8 billion and free cash flow projection to $1.4 - $1.5 billion, from $2.4 - $2.6 billion and $1.2 - $1.3 billion previously. Nine-month operating cash flow was $2,346.8 million and free cash flow was $1,434.9 million, with capital expenditures of $911.9 million. The Board declared a quarterly dividend of $0.89 per Class A share, payable February 22, 2024. The filing also notes a separately announced leadership transition in the Wine and Spirits business and $215 million of share repurchases in the third fiscal quarter. Balance sheet figures include long-term debt, less current maturities, of $10,282.3 million at November 30, 2023, and cash and cash equivalents of $78.7 million.

Jan 5, 2024 8-K

Constellation Brands 8-K Report, Executive Changes (Jan 5, 2024)

Constellation Brands, Inc. (NYSE: STZ) disclosed in a Form 8-K filed January 5, 2024 that Robert Hanson, Executive Vice President and President of the Wine & Spirits Division, has agreed with the Company to step down. He will transition his responsibilities until his departure at the end of the Company's fiscal year on February 29, 2024, and will be entitled to severance benefits under his pre-existing employment agreement. The Company stated that it has initiated a search to identify a successor. Until a successor is named, Bill Newlands, President and Chief Executive Officer, will serve as interim leader of the Wine & Spirits Division in addition to his existing responsibilities. Newlands and Hanson will work together over the coming weeks to ensure a smooth leadership transition. The accompanying news release (Exhibit 99.1, dated January 4, 2024) credits Hanson with repositioning the Wine & Spirits business toward higher-end brands, expanding global, omni-channel distribution, and pursuing international and direct-to-consumer sales. Hanson joined the Company in June 2019 and previously served on its Board of Directors from 2013 to 2019. The release describes divestitures of lower-end brands and tuck-in acquisitions of higher-end fine wine and craft spirits brands during his tenure.

Jan 5, 2024 8-K

Constellation Brands 8-K Report, Regulation FD Disclosure (Nov 2, 2023)

Constellation Brands, Inc. furnished an 8-K on November 2, 2023 in connection with its Investor Day held that day at the New York Stock Exchange. The filing furnishes a news release and presentation materials under Regulation FD, and announces that the Board authorized a new repurchase of up to $2 billion of common stock, in addition to the remaining amount under the company's existing $2 billion authorization. Management said the Beer Business medium-term outlook of approximately 7-9% net sales growth and approximately 39-40% operating margins is unchanged, while the Wine & Spirits Business now expects approximately 1-3% net sales growth and approximately 25-26% operating margins over the medium term. The company is targeting annual low double-digit diluted EPS growth (excluding Canopy EIE) over the medium term, and expects cumulative operating cash flow of $15-17 billion and free cash flow of $10-12 billion from fiscal 2024 to fiscal 2028. The presentation states that capital allocation priorities are unchanged and that brewing capacity expansion plans were optimized, reducing previously anticipated capital expenditures by approximately $1 billion. Beer capex for fiscal 2024 to 2028 is cited at approximately $4 billion, and the presentation notes that the new authorization brings total board authorization to approximately $2.8 billion. The filing is primarily a strategic and outlook update. Investors should note that the medium-term targets are forward-looking, and that the presentation describes the Wine & Spirits outlook as revised downward from prior expectations, while the Beer outlook was maintained.

Nov 2, 2023 8-K