Constellation Brands adds $300M term loan facility

Constellation Brands arranged a new $300 million delayed draw term loan with rating-based interest, leverage covenants, and a two-year maturity after first borrowing.

Rhea-AI Filing Summary

Constellation Brands, Inc. (STZ) entered into a new Term Loan Credit Agreement providing a delayed draw term loan facility of up to $300 million, available in up to two borrowings. The company states it intends to use any borrowings for general corporate purposes, including repayment of indebtedness.

Commitments under the facility end on the earliest of full draw/termination, the second funding date, or June 18, 2027, and any Term Loans will mature two years after the initial borrowing date. The loans will bear interest at the company’s option at Term SOFR + 0.700%–1.100% or Base Rate + 0.000%–0.100%, in each case based on the company’s credit ratings from S&P or Moody’s, with a 0.075% per annum ticking fee on undrawn commitments beginning 30 days after September 18, 2026.

The agreement includes covenants aligned with the existing revolving credit facility, including a minimum Consolidated Interest Coverage Ratio of 2.50:1.00 and a maximum Consolidated Net Leverage Ratio of 4.00:1.00, calculated net of up to $750 million of unrestricted cash and cash equivalents, with a step-up to 4.50:1.00 for four fiscal quarters following a defined Material Acquisition. Customary events of default allow acceleration of the loans and termination of commitments.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Delayed draw term loan commitment: $300,000,000 Term SOFR margin range: 0.700%–1.100% per annum Base Rate margin range: 0.000%–0.100% per annum +5 more

8 metrics

Delayed draw term loan commitment $300,000,000 Aggregate principal amount available in up to two draws under the Term Loan Credit Agreement

Term SOFR margin range 0.700%–1.100% per annum Interest margin over Term SOFR based on credit rating

Base Rate margin range 0.000%–0.100% per annum Interest margin over Base Rate based on credit rating

Unused commitment ticking fee 0.075% per annum Fee on undrawn commitments starting 30 days after September 18, 2026

Minimum Consolidated Interest Coverage Ratio 2.50:1.00 Required as of the end of each fiscal quarter

Maximum Consolidated Net Leverage Ratio 4.00:1.00 (up to 4.50:1.00 after Material Acquisition) Net of up to $750 million of unrestricted cash and cash equivalents

Unrestricted cash netted in leverage test $750,000,000 Maximum amount of unrestricted cash and cash equivalents netted in leverage ratio calculation

Commitment outside date June 18, 2027 Latest date on which commitments under the Term Loan Credit Agreement may terminate

Key Terms

Term SOFR, Base Rate, Consolidated Interest Coverage Ratio, Consolidated Net Leverage Ratio, +1 more

5 terms

Term SOFR financial

"The Term Loans will bear interest, at the Company’s option, at Term SOFR or Base Rate"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Base Rate financial

"The Term Loans will bear interest, at the Company’s option, at Term SOFR or Base Rate"

The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.

Consolidated Interest Coverage Ratio financial

"requires the Company to maintain a minimum Consolidated Interest Coverage Ratio of 2.50:1.00"

A consolidated interest coverage ratio measures how easily a company and all its subsidiaries can pay the interest on their debt from their operating profits. It divides the group’s operating profit (earnings before interest and taxes) by the interest expenses; a higher number is like having more months of income set aside to cover loan payments, which matters to investors because it signals financial stability and lower default risk.

Consolidated Net Leverage Ratio financial

"a maximum Consolidated Net Leverage Ratio of 4.00:1:00 with a step-up"

The consolidated net leverage ratio measures how much debt a company carries compared with the cash it generates from core operations, calculated by taking total borrowings minus cash and dividing by annual operating profit. Like comparing a household’s mortgage balance to its yearly income, it tells investors how many years of operating profit would be needed to pay off net debt and thus gauges financial risk, flexibility to invest, and capacity to weather downturns.

Material Acquisition financial

"step-up to 4.50:1.00 with respect to the four fiscal quarters following a Material Acquisition"

FAQ

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

What new credit facility did Constellation Brands (STZ) enter on September 18, 2026?

Constellation Brands entered a Term Loan Credit Agreement providing a delayed draw term loan facility of up to $300 million, available in up to two borrowings, for general corporate purposes including repayment of indebtedness.

What are the interest rates on the new STZ term loan facility?

The Term Loans will bear interest at either Term SOFR + 0.700%–1.100% or Base Rate + 0.000%–0.100%, with the margin determined by Constellation Brands’ credit rating from S&P or Moody’s.

When do the Constellation Brands term loan commitments and borrowings mature?

Commitments terminate on the earliest of full draw/termination, the second funding date, or June 18, 2027. Any Term Loans made will mature two years after the date of the initial borrowing.

What unused commitment fee applies to Constellation Brands’ new term loan?

Unused commitments under the Term Loan Credit Agreement incur a ticking fee of 0.075% per annum, beginning on the date that is 30 days after the September 18, 2026 effective date.

What financial covenants apply under Constellation Brands’ new credit agreement?

Constellation Brands must maintain a minimum Consolidated Interest Coverage Ratio of 2.50:1.00 and a maximum Consolidated Net Leverage Ratio of 4.00:1.00, with a step-up to 4.50:1.00 for four fiscal quarters after a Material Acquisition, net of up to $750 million in unrestricted cash.

How much unrestricted cash can STZ net against debt in the leverage covenant?

For the Consolidated Net Leverage Ratio, debt is calculated net of up to $750 million of unrestricted cash and cash equivalents, as specified in the Term Loan Credit Agreement.

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

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false 0000016918 0000016918 2026-09-18 2026-09-18

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 18, 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 1.01 Entry into a Material Definitive Agreement.

On September 18, 2026 (the “Effective Date”), Constellation Brands, Inc. (the “Company”), Manufacturers and Traders Trust Company, as administrative agent (the “Administrative Agent”), and certain other lenders (the “Credit Agreement Lenders”), entered into a Term Loan Credit Agreement (the “Credit Agreement” and loans made thereunder the “Term Loans”).

The Credit Agreement provides for a delayed draw term loan available in up to two draws in the aggregate principal amount of $300 million. If the Company elects to draw under the Credit Agreement, it intends to use the proceeds of the Term Loans for general corporate purposes, including repayment of indebtedness. The commitments under the Credit Agreement will terminate on the earliest of (i) the date on which such commitments have been fully drawn or terminated pursuant to the terms and conditions set forth in the Credit Agreement, (ii) the second date on which the Term Loans are funded pursuant to the terms and conditions to funding set forth in the Credit Agreement and (iii) June 18, 2027. The Term Loans will mature two years after the date on which the initial borrowing, if any, of the Term Loans occurs.

The Term Loans will bear interest, at the Company’s option, at Term SOFR or Base Rate (each, as defined in the Credit Agreement) plus (i) in the case of Term SOFR Term Loans, a margin ranging from 0.700% to 1.100% per annum based on the Company’s credit rating as determined by Standard & Poor’s Financial Services LLC (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”) and (ii) in the case of Base Rate Term Loans, a margin ranging from 0.000% to 0.100% per annum based on the Company’s credit rating as determined by S&P or Moody’s. Unused commitments under the Credit Agreement will incur a ticking fee of 0.075% per annum, which ticking fee will begin to accrue on the date that is 30 days after the Effective Date.

The Credit Agreement also contains certain affirmative and negative covenants that the Company considers customary for facilities of this type and which are consistent with the Company’s existing Eleventh Amended and Restated Revolving Credit Agreement dated as of April 28, 2025 (the “Revolving Facility”). Such covenants include, among other things, restrictions on the incurrence of subsidiary indebtedness, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions, and thresholds. Consistent with the Revolving Facility, the Credit Agreement also requires the Company to maintain a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 2.50:1.00 as of the end of each fiscal quarter and a maximum Consolidated Net Leverage Ratio (as defined in the Credit Agreement and which shall be calculated net of up to $750 million of unrestricted cash and cash equivalents) of 4.00:1:00 with a step-up to 4.50:1.00 with respect to the four fiscal quarters following a Material Acquisition (as defined in the Credit Agreement). The Credit Agreement also contains certain events of default consistent with the Revolving Facility. Upon the occurrence of an event of default after any applicable grace or cure period, any outstanding loans under the Credit Agreement may be accelerated and/or the Credit Agreement Lenders’ commitments may be terminated.

Certain of the Credit Agreement Lenders, the Administrative Agent and their affiliates have performed, and may in the future perform, various commercial banking, investment banking, lending, underwriting and brokerage services, and other financial and advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses. The Company and certain of its subsidiaries have, and may in the future, enter into derivative arrangements with certain of the Credit Agreement Lenders and their affiliates. Certain of the Credit Agreement Lenders or their affiliates and affiliates of the Administrative Agent are lenders under certain credit facilities to Sands family investment vehicles that, because of their relationship with members of the Sands family, are in some cases affiliates of the Company. Such credit facilities are secured by pledges of shares of class A common stock of the Company and other credit support from certain members of the Sands family.

The foregoing description of the Credit Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Company entered into the Credit Agreement on the Effective Date. See Item 1.01 which is incorporated herein by reference.

2

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Term Loan Credit Agreement, dated as of September 18, 2026, by and among the Company, Manufacturers and Traders Trust Company, as Administrative Agent, and the Lenders party thereto (filed herewith).*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

3

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 18, 2026				CONSTELLATION BRANDS, INC.
				By:		/s/ Garth Hankinson
						Garth Hankinson
						Executive Vice President and Chief Financial Officer

4

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 484.6 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