Every 8-K that Constellation Brands, Inc. (STZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow STZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full STZ filings page.
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.
CONSTELLATION BRANDS, INC. (STZ) announced that it has given notice for the full redemption, prior to maturity, of all outstanding 4.350% Senior Notes due 2027. The redemption is expected to be effected on September 18, 2026. As of September 8, 2026, these notes had an aggregate principal amount of $600.0 million outstanding.
The company intends to fund the redemption using commercial paper borrowings and/or cash on hand. The redemption price will be paid in cash and calculated under the formula in the supplemental indenture governing the notes. The disclosure was furnished under Regulation FD.
Constellation Brands, Inc. reported outcomes from its July 22, 2026 annual meeting, where stockholders approved an amendment and restatement of the Long-Term Stock Incentive Plan effective that date.
The revised plan extends through July 22, 2036 and reserves 6,000,000 shares of Class A Common Stock for future equity awards, refines non-competition and for cause forfeiture provisions, updates change in control terms, adjusts director compensation limits, permits use of fractional shares, and tightens share recycling so repurchased shares funded with option exercise proceeds cannot return to the plan pool.
Stockholders also elected 12 directors, ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending February 28, 2027, and approved advisory say-on-pay and the stock plan proposal. After the meeting, the Board appointed E. Morgan Flatley to the Human Resources Committee.
Constellation Brands reported first quarter fiscal 2027 net sales of $2,432.7 million, down 3%, while GAAP diluted EPS rose to $3.79, up 31%. Comparable EPS was $3.43, a 7% increase, reflecting margin expansion and lower comparable adjustments.
The Beer segment delivered net sales of $2,283.5 million, up 2%, with a strong 39.0% operating margin and continued dollar share gains in U.S. tracked channels. Wine and Spirits net sales declined 47% to $149.2 million due to the 2025 Wine Divestitures, but organic net sales grew 8% and depletions increased 6.6%.
Net income attributable to CBI rose to $653.8 million and operating income to $845.3 million. Operating cash flow reached $661.8 million and free cash flow $484.6 million. The company returned over $400 million via share repurchases and dividends and declared a quarterly Class A dividend of $1.03 per share. For fiscal 2027, Constellation guides GAAP EPS of $11.50–$12.20, comparable EPS of $11.20–$11.90, organic net sales growth of (1)%–1%, operating margin of 32%–33%, and free cash flow of $1.6–$1.7 billion.
Constellation Brands, Inc. expanded its Board of Directors from eleven to twelve members and elected Morgan (E.) Flatley as a new independent director effective May 20, 2026. Flatley, age 52, is Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald’s Corporation.
She brings extensive global brand-building and food and beverage industry experience, including prior senior marketing roles at PepsiCo. The Board determined she qualifies as an independent director under New York Stock Exchange rules. As a non-management director, she will receive prorated cash retainers and restricted stock unit awards under Constellation’s non-management director compensation program.
Flatley’s committee assignments will be set later. Constellation also issued a news release on May 21, 2026, furnished as Exhibit 99.1 under Regulation FD, highlighting her election and noting that her appointment continues the company’s broader board refreshment process.
Constellation Brands, Inc. is refinancing part of its debt. The company entered into a supplemental indenture and issued $500.0 million of 4.850% Senior Notes due 2031 at a public offering price of 99.943% of principal. The notes pay interest each May 6 and November 6, starting November 6, 2026, and mature on May 6, 2031, with customary covenants and events of default.
Constellation also gave notice for full redemption of all outstanding 3.700% Senior Notes due 2026, with $600.0 million aggregate principal amount outstanding as of May 6, 2026. The cash redemption is scheduled to be effected on May 18, 2026, with the price calculated under the applicable supplemental indenture.
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.
Constellation Brands, Inc. is issuing a public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031, priced at 99.943% of principal. The notes will be senior unsecured obligations ranking equally with Constellation’s other senior unsecured debt.
Closing is expected on May 6, 2026, subject to customary conditions. Constellation intends to use the net proceeds, together with commercial paper borrowings and/or cash on hand, to redeem all of its outstanding $600 million 3.700% Senior Notes due 2026 before maturity and for general corporate purposes.
Constellation Brands reported weaker fiscal 2026 sales but much cleaner earnings, updated its outlook, and raised cash returns to shareholders. Net sales were $9.14 billion, down 10%, while GAAP EPS improved to $9.61 from a prior-year loss, helped by lapping large impairment and divestiture charges.
On a comparable basis, EPS was $11.82, down 14%, and operating margin fell to 29.8% as beer shipments declined 3.8% despite continued U.S. share gains. Wine & Spirits was reshaped by major divestitures, with net sales dropping 51% and segment operating margin sliding to 1.3%.
For fiscal 2027, the company guides to enterprise organic net sales between a 1% decline and 1% growth, GAAP EPS of $11.10–$11.80 and comparable EPS of $11.20–$11.90, with operating margin of 32%–33%. Free cash flow was $1.79 billion in fiscal 2026 and is projected at $1.6–$1.7 billion. The board declared a quarterly dividend of $1.03 per Class A share and $0.93 per Class 1 share and highlighted $1.6 billion returned to shareholders in fiscal 2026, including over $900 million of share repurchases.
Constellation Brands announced a planned CEO transition. The Board appointed Nicholas Fink as President and CEO effective April 13, 2026, succeeding Bill Newlands. Fink, currently CEO of Fortune Brands Innovations and a Constellation director since 2021, will remain on the Board.
Fink’s employment agreement sets an initial annual base salary of $1.4 million, a Fiscal 2027 bonus target at 160% of base salary, and a Fiscal 2027 long‑term equity award with grant date fair value of $11 million. He will also receive a replacement equity award of 85,385 restricted stock units and 415,295 stock options, vesting over three years, plus up to $50,000 in legal fee reimbursement.
If his agreement expires or he has a qualifying termination, Fink is eligible for cash severance equal to twice base salary and twice his average bonus, 24 months of medical and dental payments, and 18 months of outplacement services. Newlands will serve as Strategic Advisor from April 13 to April 30, 2026, then as a consultant through December 31, 2026 for a total fee of $1.2 million.
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.
Constellation Brands, Inc. filed an automatic shelf registration statement on Form S-3 and a related prospectus supplement registering the resale of up to 21,274,829 shares of its Class A Common Stock. The selling stockholders named in the supplement may use it to resell these shares.
The company stated it will not receive any proceeds from sales by the selling stockholders. The filing also includes a legal opinion on the validity of the shares as Exhibit 5.1, which is incorporated by reference.
Constellation Brands adjusted its financing mix. The company terminated all commitments under its $500 million delayed draw term loan, effective October 21, 2025. There were no borrowings outstanding and no early termination penalties; the facility would have otherwise ended on November 7, 2025.
Separately, the company issued $500.0 million of 4.950% Senior Notes due 2035 at a public offering price of 99.716%, under its shelf registration. Interest is payable on May 1 and November 1 each year, starting May 1, 2026, and the notes mature on November 1, 2035. The notes are optionally redeemable and carry customary covenants and events of default, including a cross‑default threshold of $200.0 million.
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.
Constellation Brands announced it has priced a public offering of $500.0 million aggregate principal amount of 4.950% Senior Notes due 2035. The company furnished a news release as Exhibit 99.1, which is incorporated by reference into the disclosure under Regulation FD. The information is furnished, not filed, under the Exchange Act, and may be referenced in future filings only if specifically incorporated.
Constellation Brands, Inc. furnished an update on its business by issuing a news release covering its financial condition and results of operations for the second fiscal quarter ended August 31, 2025. The company supplied this release as Exhibit 99.1 to the Form 8-K, indicating that it contains current quarterly performance information and management guidance.
The release includes forward-looking projections that involve risks and uncertainties and uses non-GAAP financial measures described as comparable, adjusted, and organic. Constellation states that reconciliations to the most directly comparable GAAP metrics are provided in the release, and explains that these measures are used by management and external users to evaluate underlying business trends. The information in the release is treated as “furnished” under Regulation FD rather than “filed” under the Exchange Act.
On September 30, 2025, Constellation Brands amended and restated its By-Laws. The amendments update provisions to align with recent changes in the Delaware General Corporation Law, specifically referencing Sections 144, 160(c), 222, and 228. The updated By-Laws specify that the chair of a stockholder meeting must be a director or officer of the company and reserve the company’s white proxy card for the exclusive use of the Board. The filing notes additional conforming, clarifying, ministerial, and technical changes. A copy of the full By-Laws is filed as Exhibit 3.1 to the Current Report and governs over this 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.