[8-K] CONSTELLATION BRANDS, INC. Reports Material Event

Rhea-AI Filing Summary

Constellation Brands announced a debt offering, entering an underwriting agreement to sell $500.0 million of 4.950% Senior Notes due 2035 at a public offering price of 99.716% of principal. The purchase by the underwriters is scheduled to close on October 17, 2025, subject to customary closing conditions.

The company intends to use the net proceeds for general corporate purposes, including to redeem all of its outstanding 4.400% Senior Notes due 2025 in the aggregate principal amount of $500 million. The notes are being offered under an effective shelf registration statement with a prospectus dated November 10, 2022 and a prospectus supplement dated October 15, 2025.

Insights

Credit & Capital Markets Analyst

$500M 2035 notes refinance 2025 maturity; neutral impact

Constellation Brands priced $500.0 million of 4.950% Senior Notes due 2035 at 99.716% of principal, indicating a small original issue discount. Proceeds are intended to redeem the 4.400% notes due 2025 in the same principal amount, effectively extending the debt maturity profile.

This transaction replaces near-term debt with longer-dated notes. The stated coupons suggest a higher nominal interest rate versus the redeemed notes, while reducing 2025 refinancing risk. The offering is underwritten by major dealers and issued off an existing shelf.

Closing is scheduled for October 17, 2025, subject to customary conditions. Actual impact depends on completion and execution of the stated redemption.

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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) October 15, 2025

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 October 15, 2025, Constellation Brands, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., BBVA Securities Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, 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 4.950% Senior Notes due 2035 for a public offering price of 99.716% of the principal amount of such notes (the “Notes”). The purchase of the Notes by the Underwriters is scheduled to close on October 17, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including to redeem all of its outstanding 4.400% Senior Notes due 2025 in the aggregate principal amount of $500 million.

The Company has filed with the Securities and Exchange Commission a Prospectus dated November 10, 2022, and a Prospectus Supplement for the Notes dated October 15, 2025, each of which forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-268289) (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 October 15, 2025, among the Company, BofA Securities, Inc., BBVA Securities Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC for themselves and as representatives of the several underwriters named therein.
5.1		Opinion of McDermott Will & Schulte LLP dated October 16, 2025.
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: October 16, 2025				CONSTELLATION BRANDS, INC.
				By:		/s/ Garth Hankinson
						Garth Hankinson
						Executive Vice President and Chief Financial Officer

FAQ

What did Constellation Brands (STZ) announce?

The company agreed to sell $500.0 million of 4.950% Senior Notes due 2035 at 99.716% of principal in a public offering.

When is the notes offering expected to close?

The purchase by the underwriters is scheduled to close on October 17, 2025, subject to customary closing conditions.

How will STZ use the net proceeds?

The company intends to use proceeds for general corporate purposes, including to redeem its 4.400% Senior Notes due 2025 in the aggregate principal amount of $500 million.

Under what registration was the offering made?

It was made under a shelf registration statement on Form S-3 with a prospectus dated November 10, 2022 and a prospectus supplement dated October 15, 2025.

Who are the underwriters for the STZ notes offering?

Representatives include BofA Securities, BBVA Securities, J.P. Morgan, and Wells Fargo Securities.