Constellation Brands (NYSE: STZ) shares Q2 results and 2026 outlook

Rhea-AI Filing Summary

Constellation Brands, Inc. furnished an update on its financial condition and operating results for the second fiscal quarter ended August 31, 2025, along with revisions to its fiscal 2026 outlook. The company delivered this information through a news release and accompanying presentation materials provided to investors and analysts.

The materials include both GAAP figures and non‑GAAP metrics described as comparable or organic measures, with reconciliations to the nearest GAAP measures. The information is being furnished, not filed, under Regulation FD, meaning it is not subject to certain liability provisions unless later specifically incorporated into other SEC filings.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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) September 2, 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, 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 September 2, 2025, Constellation Brands, Inc. (“Constellation” or the “Company”), a Delaware corporation, issued a news release (the “release”) announcing certain information regarding its financial condition and results of operations as of and for the second fiscal quarter ended August 31, 2025 and updates to the Company’s fiscal 2026 outlook, among other items. 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” 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 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 September 2, 2025, Constellation issued the release and presentation materials (the “materials”), which may be used by the Company at various meetings with institutional investors or analysts. The materials address, among other things, certain information regarding the Company’s financial condition and results of operations as of and for the second fiscal quarter ended August 31, 2025, updates to the Company’s fiscal 2026 outlook, and certain information regarding macroeconomic and consumer trends, among other items. A copy of each of the release and the materials is furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and each is incorporated herein by reference.

References to Constellation’s website and/or other social media sites or platforms in the release and the materials 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 and the materials attached as Exhibit 99.1 and Exhibit 99.2, respectively, are incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. 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.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.			Description
99.1			News Release of Constellation Brands, Inc. dated September 2, 2025.
99.2			Presentation Materials of Constellation Brands, Inc. dated September 2, 2025.
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: September 2, 2025			CONSTELLATION BRANDS, INC.
			By:			/s/ Garth Hankinson
						Garth Hankinson
						Executive Vice President and Chief Financial Officer

FAQ

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

Constellation Brands furnished a news release and presentation materials that discuss its financial condition and results of operations for the second fiscal quarter ended August 31, 2025, and provide updates to its fiscal 2026 outlook, along with commentary on macroeconomic and consumer trends.

Are the Constellation Brands Q2 2025 figures filed or furnished?

The second-quarter 2025 information and fiscal 2026 outlook are furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934. This means they are not automatically subject to Section 18 liabilities unless later specifically incorporated by reference into other SEC filings.

Does Constellation Brands use non-GAAP measures in this Q2 2025 update?

Yes. The materials include non-GAAP financial measures referred to as comparable or organic measures. Constellation Brands states that it provides Regulation G reconciliations in the release, showing how these measures relate to the most directly comparable GAAP figures.

Why does Constellation Brands use comparable and organic financial measures?

Management uses comparable and organic measures to monitor and evaluate core operating results and underlying business trends and for internal goal setting. The company believes these measures give investors, analysts, and rating agencies additional insight into year-over-year performance.

How is Constellation Brands sharing its fiscal 2026 outlook with investors?

The company’s fiscal 2026 outlook is communicated through the news release (Exhibit 99.1) and presentation materials (Exhibit 99.2), which may be used in meetings with institutional investors or analysts and are incorporated by reference into the Regulation FD disclosure section of the report.

What exhibits are included with this Constellation Brands 8-K?

The report lists three exhibits: Exhibit 99.1, a news release dated September 2, 2025; Exhibit 99.2, presentation materials dated September 2, 2025; and Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document.