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

Reports
Other Events·Exhibits & Filings
Filing Date
Filed May 5, 2026
Period End
May 4, 2026
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 · Oct ’16Oct ’16
  2. Material agreement8-K · Apr ’19Apr ’19
  3. Leadership change8-K · Apr ’21Apr ’21
  4. Leadership change8-K · Jul ’25Jul ’25

01—Abstract

Summary

Summary of the 8-K filed May 5, 2026. Cited figures are marked; the original filing is the authoritative source.

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 milliona 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 millionb 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 millionc of 2026 maturities with $500 million of longer-dated 2031 debt, with the difference funded by commercial paper or cash on hand.

02—Key points

Key Highlights

  1. Constellation Brands priced $500.0 million of 4.850% Senior Notes due 2031 at 99.943% of principal amount under an underwriting agreement dated May 4, 2026.
  2. Closing of the notes sale is scheduled for May 6, 2026, subject to customary closing conditions.
  3. Net proceeds, along with commercial paper borrowings and/or cash on hand, are to be used to redeem all outstanding $600 million of 3.700% Senior Notes due 2026 before maturity.
  4. Remaining proceeds are intended for general corporate purposes.
  5. The offering is registered under Form S-3 (File No. 333-291350), with a prospectus dated November 7, 2025 and a prospectus supplement dated May 4, 2026.
  6. Underwriters are BofA Securities, Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc.
  7. Exhibits include the underwriting agreement (1.1), a legal opinion from McDermott Will & Schulte LLP dated May 5, 2026 (5.1), its consent (23.1), and the Inline XBRL cover page (104).

03—Questions

Frequently Asked Questions

  1. How much debt is Constellation Brands issuing, and on what terms?

    The company is selling $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 at a public offering price of 99.943% of principal amount.

  2. What will the company do with the proceeds?

    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, and for general corporate purposes.

  3. When is the offering expected to close?

    The purchase of the notes by the underwriters is scheduled to close on May 6, 2026, subject to customary closing conditions.

  4. Under what registration is the offering being made?

    The offering is made under the company's Registration Statement on Form S-3 (File No. 333-291350), using a prospectus dated November 7, 2025 and a prospectus supplement dated May 4, 2026.

04—Continue

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