Constellation Brands (STZ) shares Q3 2025 results and sets quarterly dividend

Rhea-AI Filing Summary

Constellation Brands, Inc. reported that it has released its financial condition and operating results for the third fiscal quarter ended November 30, 2025 through a news release furnished as Exhibit 99.1. The release includes management’s guidance and uses non-GAAP measures described as comparable, adjusted, and organic, with reconciliations to GAAP provided for transparency.

The company’s board also 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 on February 12, 2026 to shareholders of record as of the close of business on January 29, 2026. The financial information in the release is being furnished, not filed, under the securities laws, which limits certain legal liabilities.

Insights

Equity income & disclosure analyst

Constellation furnishes Q3 results and maintains a sizable cash dividend.

Constellation Brands has furnished its third fiscal quarter results for the period ended November 30, 2025 via a news release using both GAAP and non-GAAP metrics. The use of comparable, adjusted, and organic measures with reconciliations indicates management is emphasizing underlying operating trends alongside standard accounting results.

The board declared a quarterly dividend of $1.02 per Class A share and $0.92 per Class 1 Convertible share, payable on February 12, 2026 to holders of record on January 29, 2026. A continuing cash dividend at this level can signal confidence in ongoing cash generation, although the document does not provide payout ratios or coverage metrics.

The guidance in the release is explicitly described as subject to risks and uncertainties, and the information is furnished rather than filed under the securities laws. This structure is typical for earnings communications and keeps flexibility around forward-looking statements while providing detail that will be important to reassess when the full financial figures in Exhibit 99.1 are reviewed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 7, 2026

CONSTELLATION BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-08495			16-0716709
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

50 East Broad Street, Rochester, NY 14614

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code  (585) 678-7100

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Class A Common Stock			STZ			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company						☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

Item 2.02 Results of Operations and Financial Condition.

On January 7, 2026, Constellation Brands, Inc. (“Constellation” or the “Company”), a Delaware corporation, issued a news release (the “release”) announcing its financial condition and results of operations as of and for the third fiscal quarter ended November 30, 2025. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The projections constituting the guidance included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time; therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the release under the caption “Forward-Looking Statements.”

The information in the release is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

The release contains non-GAAP financial measures; in the release these are referred to as “comparable,” “adjusted,” or “organic” measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet, or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Comparable measures, adjusted measures, and organic measures are provided because management uses this information in monitoring and evaluating the results and underlying business trends of the core operations of the Company and/or in internal goal setting. In addition, the Company believes this information provides investors, financial analysts covering the Company, rating agencies, and other external users valuable insight on underlying business trends and results in order to evaluate year-over-year financial performance.

Item 7.01 Regulation FD Disclosure.

On January 7, 2026, Constellation issued the release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In addition, on January 7, 2026, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $1.02 per issued and outstanding share of the Company’s Class A Common Stock and $0.92 per issued and outstanding share of the Company’s Class 1 Convertible Common Stock, in each case payable on February 12, 2026, to stockholders of record of each respective class as of the close of business on January 29, 2026.

References to Constellation’s website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites, or platforms into this Current Report on Form 8-K, and Constellation disclaims any such incorporation by reference. The information in the release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.			Description
99.1			News Release of Constellation Brands, Inc. dated January 7, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			January 7, 2026			CONSTELLATION BRANDS, INC.
						By:			/s/ Garth Hankinson
									Garth Hankinson
									Executive Vice President and Chief Financial Officer

FAQ

What did Constellation Brands (STZ) disclose in this 8-K filing?

Constellation Brands disclosed that it issued a news release presenting its financial condition and results of operations for the third fiscal quarter ended November 30, 2025. The release, furnished as Exhibit 99.1, also includes management’s financial guidance and uses non-GAAP metrics with reconciliations to GAAP.

What dividend did Constellation Brands (STZ) declare in this report?

The board declared a quarterly cash dividend of $1.02 per issued and outstanding share of Class A Common Stock and $0.92 per issued and outstanding share of Class 1 Convertible Common Stock. These dividends were approved on January 7, 2026.

When will Constellation Brands’ newly declared dividend be paid and who is eligible?

The quarterly cash dividend will be payable on February 12, 2026 to stockholders of record of each respective class as of the close of business on January 29, 2026. Investors holding shares on that record date are entitled to receive the dividend.

Does Constellation Brands use non-GAAP financial measures in its Q3 2025 results?

Yes. The news release uses non-GAAP measures described as comparable, adjusted, and organic. The company states that reconciliations to the most directly comparable GAAP measures are included in the release, and that management uses these metrics to monitor core operations and underlying business trends.

Are the Q3 2025 results and guidance in this Constellation Brands filing considered filed or furnished?

The information in the news release attached as Exhibit 99.1 is expressly described as “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. This limits certain legal liabilities, although the information may be incorporated by reference in other filings if specifically referenced.

What risks does Constellation Brands highlight regarding its financial guidance?

The company notes that the projections constituting the guidance in the release involve risks and uncertainties, and that actual results may vary materially from these forecasts. It directs readers to the section titled “Forward-Looking Statements” in the news release for further discussion of these risks.