01—Abstract
Summary
Summary of the 8-K filed February 12, 2026. Cited figures are marked; the original filing is the authoritative source.
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 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,b 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.
02—Key points
Key Highlights
- Nicholas I. Fink, 51, appointed President and CEO effective April 13, 2026, succeeding William A. Newlands; Fink remains on the Board.
- Fink's base salary is $1,400,000, with a Fiscal 2027 AMIP target of 160% of base salary and a Fiscal 2027 LTSIP award with a $11,000,000 grant date fair value.
- Replacement Equity Award of 85,385 restricted stock units and 415,295 nonqualified stock options, vesting pro-rata over three years, offsets equity forfeited at his current employer.
- Fink's severance on termination without cause or for good reason includes a lump sum of 2x base salary plus 2x the average annual bonus over the prior three fiscal years, 24 monthly medical and dental payments, and 18 months of outplacement.
- Newlands steps down as CEO and retires from the Board effective April 13, 2026, serves as Strategic Advisor through April 30, 2026, then departs subject to a release of claims.
- Newlands' Transition Agreement provides a $1,200,000 consulting fee for May 1, 2026 through December 31, 2026, covering transition support and advisory services to Fink.
- Fink ceased serving on the Human Resources Committee and the Corporate Governance, Nominating, and Responsibility Committee as of February 10, 2026.
03—Questions
Frequently Asked Questions
Who is replacing Bill Newlands as CEO, and when does the change take effect?
Nicholas I. Fink, currently CEO and a director of Fortune Brands Innovations, Inc. and a Constellation director since January 2021, will become President and CEO effective April 13, 2026. Newlands steps down from the CEO role and retires from the Board on the same date.
What compensation will the new CEO receive?
Fink's Employment Agreement provides an initial base salary of $1,400,000, which the Committee may adjust upward, a Fiscal 2027 AMIP target of 160% of base salary, and a Fiscal 2027 LTSIP annual equity award with a $11,000,000 aggregate grant date fair value. He also receives a Replacement Equity Award of 85,385 restricted stock units and 415,295 nonqualified stock options, plus reimbursement of up to $50,000 in legal fees.
What severance protections does Fink have?
If the agreement expires or he is terminated without cause or resigns for good reason, he receives a lump sum equal to 2x base salary plus 2x his average annual bonus over the prior three fiscal years, 24 monthly payments equal to the monthly cost of medical and dental coverage, and 18 months of outplacement services.
What role will Newlands play after stepping down?
Newlands will serve as Strategic Advisor from the Effective Date through April 30, 2026. From May 1, 2026 through December 31, 2026, he will serve as a consultant under a Transition Agreement for a total fee of $1,200,000, plus certain business expense reimbursement, providing strategic transition support to Fink.
Did the Board say anything about the company's performance under Newlands?
Board Chair Chris Baldwin said the Board has a solid foundation to build on, and cited Modelo Especial becoming the #1 selling beer in U.S. dollar sales and the reshaping of the Wine & Spirits portfolio into higher-end, higher-margin brands during Newlands' tenure as CEO.
04—Continue