How much debt did Constellation Brands issue, and on what terms?

The company issued $500.0 million aggregate principal amount of 4.850% Senior Notes due May 6, 2031, at a public offering price of 99.943% of principal. Interest is payable on May 6 and November 6 each year, beginning November 6, 2026.

Which existing debt is being retired?

Constellation gave notice for full redemption, prior to maturity, of all its outstanding 3.700% Senior Notes due 2026. As of May 6, 2026, $600.0 million in aggregate principal was outstanding. The redemption is to be effected on May 18, 2026, at a cash price calculated under the formula in the governing supplemental indenture.

What protections do the new notes give holders?

The Supplemental Indenture contains customary events of default, including non-payment of principal or interest (interest default continuing for 30 days), failure to comply with the indenture, cross-payment default or acceleration on other debt above $200.0 million not cured within 30 days, and certain bankruptcy or insolvency events. It also includes customary covenants on liens and sale and leaseback transactions. Holders of at least 25% of the outstanding principal can accelerate the notes after an event of default.

Are the notes publicly registered, and where can investors find full terms?

Yes. The notes were registered under the Securities Act of 1933 pursuant to a Form S-3 (File No. 333-291350) filed November 7, 2025. The full terms are described in the 'Description of the Notes' section of the Prospectus Supplement dated May 4, 2026, filed with the SEC on May 5, 2026, and in Supplemental Indenture No. 37 filed as Exhibit 4.1.

STZ 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K filed May 6, 2026. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b 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^c 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.

02—Key points

Key Highlights

Issued $500.0 million of 4.850% Senior Notes due May 6, 2031, at 99.943% of principal under Supplemental Indenture No. 37.
Notes were issued under a Form S-3 registration statement (File No. 333-291350) filed November 7, 2025.
Semi-annual interest on the new notes is payable May 6 and November 6, starting November 6, 2026.
Called all outstanding 3.700% Senior Notes due 2026 for full redemption prior to maturity, with $600.0 million outstanding as of May 6, 2026.
Redemption is scheduled for May 18, 2026, with the price payable in cash per the formula in the governing supplemental indenture.
New indenture includes customary events of default, including a cross-acceleration trigger on indebtedness above $200.0 million, and covenants on liens and sale and leaseback transactions.
Filing includes the news release (Exhibit 99.1) announcing the redemption notice, furnished under Regulation FD.

03—Questions

Frequently Asked Questions

How much debt did Constellation Brands issue, and on what terms?
The company issued $500.0 million aggregate principal amount of 4.850% Senior Notes due May 6, 2031, at a public offering price of 99.943% of principal. Interest is payable on May 6 and November 6 each year, beginning November 6, 2026.
Which existing debt is being retired?
Constellation gave notice for full redemption, prior to maturity, of all its outstanding 3.700% Senior Notes due 2026. As of May 6, 2026, $600.0 million in aggregate principal was outstanding. The redemption is to be effected on May 18, 2026, at a cash price calculated under the formula in the governing supplemental indenture.
What protections do the new notes give holders?
The Supplemental Indenture contains customary events of default, including non-payment of principal or interest (interest default continuing for 30 days), failure to comply with the indenture, cross-payment default or acceleration on other debt above $200.0 million not cured within 30 days, and certain bankruptcy or insolvency events. It also includes customary covenants on liens and sale and leaseback transactions. Holders of at least 25% of the outstanding principal can accelerate the notes after an event of default.
Are the notes publicly registered, and where can investors find full terms?
Yes. The notes were registered under the Securities Act of 1933 pursuant to a Form S-3 (File No. 333-291350) filed November 7, 2025. The full terms are described in the 'Description of the Notes' section of the Prospectus Supplement dated May 4, 2026, filed with the SEC on May 5, 2026, and in Supplemental Indenture No. 37 filed as Exhibit 4.1.

04—Continue

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