STZ Filings — Constellation Brands, Inc. - FilingSpy
STZ
Constellation Brands, Inc.
A maker of beer, wine, and spirits, Constellation Brands is the top imported beer seller in the U.S., home to Modelo Especial, Corona Extra, Pacifico, and Victoria, plus premium wines and spirits like Kim Crawford and High West. It began in 1945 when Marvin Sands turned a former sauerkraut factory in Canandaigua, New York, into a winery, renaming the company Constellation Brands in 2000. Its first hit wine, Richard's Wild Irish Rose, was named after the founder's son.
Constellation Brands stockholders approve amended Long-Term Stock Incentive Plan at 2026 Annual Meeting
The amended plan extends its term through July 22, 2036 and establishes a reserve of 6,000,000 shares of Class A Common Stock for future grants.
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At the July 22, 2026 Annual Meeting, stockholders approved the amendment and restatement of the Long-Term Stock Incentive Plan, effective July 22, 2026.
The plan changes include revised non-competition and for cause forfeiture provisions, optional fractional share settlement, and a new exception to the $750,000 non-employee director compensation limit for certain board roles.
All 12 director nominees were elected, and stockholders ratified KPMG LLP as independent auditor for fiscal year ending February 28, 2027.
Following the meeting, the Board appointed E. Morgan Flatley to the Human Resources Committee.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits
First quarter fiscal 2027 net sales were $2,433 million, down 3% reported and organic, with operating income of $845 million reported (up 18%) and $834 million comparable (up 6%).
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Beer net sales grew 2% to $2,283.5 million, with operating income of $891.4 million (up 2%) and operating margin flat at 39.0%.
Wine and Spirits net sales declined 47% to $149.2 million due to 2025 divestitures, but organic net sales grew 8% and depletions rose 6.6%.
Company updated fiscal 2027 reported EPS outlook to $11.50-$12.20 and affirmed comparable EPS outlook of $11.20-$11.90, operating cash flow of $2.4-$2.5 billion, and free cash flow of $1.6-$1.7 billion.
Declared quarterly dividend of $1.03 per Class A share and $0.93 per Class 1 Convertible share, payable August 13, 2026.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Constellation Brands elects Morgan Flatley to its Board of Directors, effective May 20, 2026.
Flatley is Executive Vice President, Global Chief Marketing Officer and New Business Ventures at McDonald's Corporation.
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The Board expanded from 11 to 12 members and elected E. Morgan Flatley as a director, effective May 20, 2026.
The Board determined Flatley is an independent director under NYSE requirements.
Flatley will receive prorated non-management director compensation from her start date to the next annual meeting.
Her committee appointments will be determined at a later date.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Constellation Brands redeems $600M 3.700% notes due 2026 and issues $500M 4.850% notes due 2031.
The company issued $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 at a public offering price of 99.943% of par.
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On May 6, 2026, Constellation Brands gave notice to redeem all $600.0 million of its outstanding 3.700% Senior Notes due 2026, with redemption effective May 18, 2026.
The new notes mature on May 6, 2031, with interest payable semi-annually on May 6 and November 6, starting November 6, 2026.
The notes were issued under a Supplemental Indenture No. 37 with Manufacturers and Traders Trust Company as trustee, dated May 6, 2026.
The offering was made under a Form S-3 registration statement filed November 7, 2025, and the redemption and issuance were disclosed under Items 7.01 and 8.01.
7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Constellation Brands prices $500M 4.850% Senior Notes due 2031
On May 4, 2026, Constellation Brands entered into an underwriting agreement with BofA Securities, Goldman Sachs, PNC Capital Markets, and Truist Securities for a $500.0 million offering of 4.850% Senior Notes due 2031.
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The notes were priced at 99.943% of principal, with the sale scheduled to close on May 6, 2026, subject to customary conditions.
Net proceeds, along with commercial paper borrowings and/or cash, will be used to redeem all outstanding 3.700% Senior Notes due 2026 (aggregate principal $600 million) and for general corporate purposes.
The offering was made under a Form S-3 registration statement (File No. 333-291350) with a prospectus supplement dated May 4, 2026.
The legal opinion of McDermott Will & Schulte LLP regarding the notes' legality was filed as Exhibit 5.1.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Constellation Brands prices $500M 4.850% Senior Notes due 2031
On May 4, 2026, Constellation Brands priced a public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 at 99.943% of par.
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The notes are senior unsecured obligations ranking equally with all of Constellation's other senior unsecured indebtedness.
Closing is expected on May 6, 2026, subject to customary closing conditions.
Net proceeds, along with commercial paper borrowings and/or cash on hand, will be used to redeem all outstanding 3.700% Senior Notes due 2026 ($600 million aggregate principal) and for general corporate purposes.
Joint book-running managers are BofA Securities, Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Constellation Brands reports fiscal 2026 results and issues fiscal 2027 outlook
Fiscal 2026 reported EPS was $9.61 and comparable EPS was $11.82, with reported net sales of $9,139 million.
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Fourth quarter fiscal 2026 reported EPS was $1.16 and comparable EPS was $1.90, with reported net sales of $1,920 million.
Beer Business was the #1 dollar share gainer in U.S. tracked channels, gaining 0.4 share points in fiscal 2026.
Company repurchased $924 million of shares during fiscal 2026 and an additional $75 million in March 2026.
Fiscal 2027 outlook: reported EPS of $11.10-$11.80, comparable EPS of $11.20-$11.90, and free cash flow of $1.6-$1.7 billion; fiscal 2028 outlook withdrawn.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Constellation Brands appoints Nicholas Fink as President and CEO, effective April 13, 2026
William A. Newlands will step down as President and CEO and retire from the Board on April 13, 2026, then serve as Strategic Advisor until April 30, 2026.
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Nicholas I. Fink, currently CEO of Fortune Brands Innovations, will become President and CEO of Constellation Brands on April 13, 2026.
Fink's employment agreement includes a $1.4 million base salary, a target AMIP award of 160% of base salary, and an LTSIP equity award with a grant date fair value of $11 million.
Fink will receive a replacement equity award of 85,385 restricted stock units and 415,295 nonqualified stock options, vesting pro-rata over three years.
Newlands will receive a $1.2 million consulting fee under a Transition Agreement from May 1, 2026 through December 31, 2026.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits