Constellation Brands to sell $500M 2031 senior notes

Constellation Brands, Inc. entered into an underwriting agreement to issue $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 at a public offering price of 99.943% of principal.

Rhea-AI Filing Summary

Constellation Brands, Inc. entered into an underwriting agreement to issue $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 at a public offering price of 99.943% of principal. 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 its outstanding 3.700% Senior Notes due 2026 in the aggregate principal amount of $600 million and for general corporate purposes. The notes are being offered under an existing shelf registration statement on Form S-3, with a base prospectus dated November 7, 2025 and a prospectus supplement dated May 4, 2026.

Insights

Corporate debt structure analyst

Constellation refinances near-term debt with new 2031 notes.

Constellation Brands is issuing $500.0 million of 4.850% Senior Notes due 2031 at 99.943% of principal, underwritten by major banks. This extends part of its debt profile beyond the upcoming 2026 maturity.

The company plans to use proceeds, plus commercial paper and/or cash, to redeem its $600 million of 3.700% Senior Notes due 2026 and for general corporate purposes. The transaction appears to be a routine refinancing step under an existing Form S-3 shelf registration.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New notes principal: $500.0 million Coupon rate new notes: 4.850% Offering price: 99.943% of principal amount +3 more

6 metrics

New notes principal $500.0 million Aggregate principal amount of 4.850% Senior Notes due 2031

Coupon rate new notes 4.850% Interest rate on Senior Notes due 2031

Offering price 99.943% of principal amount Public offering price of the 2031 notes

Existing notes to be redeemed $600 million Aggregate principal of 3.700% Senior Notes due 2026

Coupon rate existing notes 3.700% Interest rate on Senior Notes due 2026 to be redeemed

Registration statement file number File No. 333-291350 Form S-3 used for the notes offering

Key Terms

underwriting agreement, Senior Notes, public offering price, commercial paper borrowings, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Senior Notes financial

"sale by the Company of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

public offering price financial

"for a public offering price of 99.943% of the principal amount of such notes"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

commercial paper borrowings financial

"use the net proceeds from the offering together with commercial paper borrowings and/or cash on hand"

Registration Statement on Form S-3 regulatory

"forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-291350)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new notes is Constellation Brands (STZ) issuing?

Constellation Brands is issuing $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031. The notes are being sold at a public offering price of 99.943% of their principal amount under an existing shelf registration statement.

How will Constellation Brands (STZ) use the proceeds from the 2031 notes?

The company intends to use net proceeds, with commercial paper borrowings and/or cash on hand, to redeem all outstanding 3.700% Senior Notes due 2026 totaling $600 million before maturity and to fund general corporate purposes as disclosed.

When is the Constellation Brands (STZ) notes offering expected to close?

The purchase of the 4.850% Senior Notes due 2031 by the underwriters is scheduled to close on May 6, 2026, subject to customary closing conditions. This date marks when the company expects to receive funds from the offering.

Which banks are underwriting Constellation Brands (STZ) 2031 notes?

The underwriting agreement is with BofA Securities, Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, acting for themselves and as representatives of the several underwriters named, to purchase the new senior notes.

What existing debt is Constellation Brands (STZ) planning to redeem?

Constellation Brands plans to redeem prior to maturity all outstanding 3.700% Senior Notes due 2026 with an aggregate principal amount of $600 million. Proceeds from the new 2031 notes, plus other liquidity sources, will fund this redemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/05/2026 - 05:02 PM Learn about SEC filing dates

false 0000016918 0000016918 2026-05-04 2026-05-04

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) May 4, 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, New York 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 8.01 Other Events.

On May 4, 2026, Constellation Brands, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc., for themselves and as representatives of the underwriters named therein (the “Underwriters”), for the sale by the Company of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 for a public offering price of 99.943% of the principal amount of such notes (the “Notes”). The purchase of the Notes by the Underwriters is scheduled to close on May 6, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering together with commercial paper borrowings and/or cash on hand, to redeem prior to maturity all of our outstanding 3.700% Senior Notes due 2026 in the aggregate principal amount of $600 million and for general corporate purposes.

The Company has filed with the Securities and Exchange Commission a Prospectus dated November 7, 2025, and a Prospectus Supplement for the Notes dated May 4, 2026, each of which forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-291350) (the “Registration Statement”) in connection with the public offering of the Notes. The Company is filing the item listed below as an exhibit to this Current Report on Form 8-K for the purpose of incorporating it as an exhibit to the Registration Statement.

In connection with the offering of the Notes, the legal opinion as to the legality of the Notes sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01 and into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated May 4, 2026, among the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc. for themselves and as representatives of the several underwriters named therein.
5.1		Opinion of McDermott Will & Schulte LLP dated May 5, 2026.
23.1		Consent of McDermott Will & Schulte LLP (included in the legal opinion filed as Exhibit 5.1 to this Current Report on Form 8-K).
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: May 5, 2026				CONSTELLATION BRANDS, INC.
				By:		/s/ Garth Hankinson
						Garth Hankinson
						Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 157.6 KB
• EX-5.1 EX-5.1 8.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB