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

Reports
Earnings & Results·Regulation FD·Exhibits & Filings
Filing Date
Filed October 6, 2025
Period End
October 6, 2025
Security
STZ
In the record · 2016–202610-K1110-Q338-K237

STZ filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 237 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’18Sep ’18
  2. Leadership change8-K · Oct ’20Oct ’20
  3. Leadership change8-K · Nov ’22Nov ’22
  4. Material agreement8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed October 6, 2025. Cited figures are marked; the original filing is the authoritative source.

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 milliona, 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 millionb, 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 billionc 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%d to 4%, and the Wine and Spirits business expects organic net sales to decline 17% to 20%.

02—Key points

Key Highlights

  1. Second-quarter net sales of $2,481.0 million, down 15% reported and 8% organic; reported operating income of $874.0 million versus a $(1,229.4) million loss a year earlier, which included a goodwill impairment.
  2. Reported diluted EPS of $2.65 versus comparable EPS of $3.63, which was down 16% from $4.32.
  3. Beer net sales declined 7% to $2,345.0 million on an 8.7% shipment decline; Beer operating margin fell 200 basis points to 40.6%.
  4. Wine and Spirits net sales fell 65% to $136.0 million, and the segment posted an operating loss of $(19.8) million, reflecting the divestitures and changes in distributor contractual obligations.
  5. Fiscal 2026 reported EPS outlook updated to $9.86 to $10.16; comparable EPS outlook of $11.30 to $11.60 affirmed.
  6. Year-to-date operating cash flow of $1,489.3 million and free cash flow of $1,079.2 million; share repurchases of $604 million through September 2025.
  7. Quarterly dividend of $1.02 per share declared, payable November 13, 2025 to holders of record as of October 30, 2025.

03—Questions

Frequently Asked Questions

  1. Why did reported EPS and comparable EPS differ so much this quarter?

    Reported diluted EPS was $2.65, while comparable EPS was $3.63. The filing reconciles the gap through comparable adjustments of $0.98 per share, which include items such as the loss on sale of business, the 2025 Restructuring Initiative, transition services agreements activity, and net tax items. Comparable EPS excludes these items, which management says are not reflective of core operations.

  2. What drove the decline in Beer and Wine and Spirits results?

    In Beer, the filing cites socioeconomic headwinds affecting consumer demand and distributor inventory rebalancing, along with higher COGS including aluminum tariffs and increased marketing. In Wine and Spirits, the decline reflects the SVEDKA Divestiture and the 2025 Wine Divestitures, along with changes in financial and volume-related distributor contractual obligations.

  3. Did the company change its fiscal 2026 guidance?

    The reported EPS outlook was updated to $9.86 to $10.16, from a prior figure that the filing does not state in this release. The comparable EPS outlook of $11.30 to $11.60 was affirmed, along with operating cash flow of $2.5 to $2.6 billion and free cash flow of $1.3 to $1.4 billion. Beer net sales are expected to decline 2% to 4%, and Wine and Spirits organic net sales are expected to decline 17% to 20%.

  4. How much did the company return to shareholders?

    The company repurchased $604 million of shares through September 2025, and the filing states that it returned nearly $300 million in additional share repurchases. It also declared a quarterly cash dividend of $1.02 per share of Class A Common Stock, payable November 13, 2025 to stockholders of record as of October 30, 2025.

04—Continue

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