Every material Form 8-K Constellation Brands has filed with the SEC since April 28, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Constellation Brands reported fiscal second-quarter 2027 net sales up 6% to $2,633 million and reported EPS up 25% to $3.32, though reported operating income fell 8% to $805 million. The company raised its fiscal 2027 reported EPS outlook to $11.85-$12.55 and reaffirmed its comparable EPS outlook of $11.20-$11.90, and it also announced the completed SpikedAde acquisition and a $1.03 quarterly dividend.
Net sales rose 6% to $2,633 million; reported operating income fell 8% to $805 million, and reported operating margin was 30.6% versus 35.2% a year earlier.
Reported EPS was $3.32, up 25%; comparable EPS was $3.74, up 3%.
Fiscal 2027 reported EPS outlook updated to $11.85-$12.55; comparable EPS outlook reaffirmed at $11.20-$11.90.
Quarterly dividend of $1.03 per Class A share is payable November 13, 2026, to holders of record on October 30, 2026; SpikedAde acquisition included a $75 million payment at close and up to $278 million of contingent consideration over five
On September 18, 2026, Constellation Brands entered into a Term Loan Credit Agreement with Manufacturers and Traders Trust Company as administrative agent, providing up to $300 million in delayed draw term loans in up to two draws. The company said it intends to use any proceeds for general corporate purposes, including repaying indebtedness, and the commitments expire no later than June 18, 2027, so the loan adds potential debt if drawn but no borrowing has been reported yet.
Facility size: up to $300 million in aggregate principal across up to two draws, with commitments terminating no later than June 18, 2027
Pricing: Term SOFR loans at a margin of 0.700% to 1.100% per year based on S&P or Moody's credit rating; ticking fee of 0.075% per year starting 30 days after September 18, 2026
Covenants: minimum consolidated interest coverage ratio of 2.50:1.00 and maximum net leverage ratio of 4.00:1.00, stepping up to 4.50:1.00 for four quarters after a Material Acquisition
At its July 22, 2026 annual meeting, Constellation Brands stockholders approved an amended and restated Long-Term Stock Incentive Plan, extending it to July 22, 2036 and reserving 6,000,000 additional Class A shares for future grants. All 12 director nominees were elected, and the company also ratified KPMG LLP as its auditor and approved the executive compensation advisory vote.
Plan term extended through July 22, 2036, with a reserve of 6,000,000 Class A shares for future grants.
Plan amendment approved with 141,885,558 votes for and 2,943,598 against.
All 12 director nominees elected to serve until the 2027 annual meeting; E. Morgan Flatley appointed to the Human Resources Committee.
KPMG LLP ratified as independent auditor for the fiscal year ending February 28, 2027, with 149,792,033 votes for.
Constellation Brands reported first-quarter fiscal 2027 results for the quarter ended May 31, 2026. Reported net sales fell 3% to $2,432.7 million, while reported diluted EPS rose 31% to $3.79 and comparable EPS rose 7% to $3.43. The company updated its reported fiscal 2027 EPS outlook to $11.50-$12.20 and affirmed its comparable EPS outlook of $11.20-$11.90, and declared a $1.03 quarterly dividend.
Reported net sales $2,432.7 million, down 3% from $2,515.0 million; organic net sales up 3%
Reported operating income $845.3 million, up 18%; comparable operating income $834.2 million, up 6%
Repurchased $324 million of shares year-to-date through June 2026; operating cash flow $662 million and free cash flow $485 million
Quarterly dividend of $1.03 per Class A share payable August 13, 2026, to holders of record July 30, 2026
Constellation Brands expanded its board from eleven to twelve members on May 20, 2026, and elected E. Morgan Flatley, McDonald's Executive Vice President and Global Chief Marketing Officer, as an independent director. The filing involves a board seat rather than financial results, so it does not change reported earnings or guidance.
Board expanded from eleven to twelve members; Flatley elected effective May 20, 2026
Flatley has served as EVP, Global Chief Marketing Officer and New Business Ventures at McDonald's since February 2023
Her director compensation will be prorated until the next annual meeting; committee assignments to be determined later
Board Chair Chris Baldwin cited her consumer brand-building experience; the board composition returns to twelve after former CEO Bill Newlands retired in April 2026
Constellation Brands reported fiscal 2026 results for the year ended February 28, 2026, with net sales of $9.14 billion, down 10%, and comparable EPS of $11.82, down 14%. It issued fiscal 2027 comparable EPS guidance of $11.20 to $11.90 and withdrew its fiscal 2028 outlook, citing a dynamic operating environment. The board also declared a $1.03 quarterly dividend per Class A share.
Fiscal 2026 net sales were $9,139 million, down 10%; reported EPS was $9.61 versus a loss of $0.45 in fiscal 2025, and comparable EPS was $11.82, down 14%.
Fiscal 2027 comparable EPS outlook is $11.20 to $11.90; reported EPS outlook is $11.10 to $11.80.
The company repurchased $924 million of shares in fiscal 2026 and an additional $75 million in March; its fiscal 2028 outlook was withdrawn.
Quarterly dividend of $1.03 per Class A share is payable May 14, 2026, to holders of record on April 29, 2026.
Constellation Brands said its board appointed Nicholas Fink, a board member since 2021 and current Fortune Brands Innovations CEO, as president and chief executive officer effective April 13, 2026. Current CEO William Newlands steps down and retires from the board on the same date, then serves as a strategic advisor through April 30, 2026. The change is a leadership transition at the top of a major beverage alcohol company, and the filing discloses compensation terms for both executives.
Nicholas Fink becomes president and CEO effective April 13, 2026, with a $1,400,000 initial base salary and a fiscal 2027 target bonus of 160% of base salary
Fink's employment agreement includes an $11,000,000 fiscal 2027 annual equity award grant date value and a Replacement Equity Award of 85,385 restricted stock units and 415,295 nonqualified stock options
William Newlands will retire from the board and receive a $1,200,000 consulting fee under a transition agreement covering May 1, 2026 through December 31, 2026
Constellation Brands reported third-quarter fiscal 2026 results for the quarter ended November 30, 2025, with net sales of $2.2 billion, down 10% from a year earlier, and reported diluted EPS of $2.88 versus $3.39. The company updated its fiscal 2026 reported EPS outlook to $9.72 to $10.02 and affirmed its comparable EPS outlook of $11.30 to $11.60, and it declared a quarterly dividend of $1.02 per Class A share.
Net sales were $2,222.8 million, down 10% from $2,463.8 million; Beer net sales fell 1% and Wine and Spirits net sales fell 51%, partly reflecting divestitures.
Reported EPS was $2.88 and comparable EPS was $3.06; reported operating income fell 13% to $692.0 million.
Fiscal 2026 reported EPS outlook was updated to $9.72 to $10.02; comparable EPS outlook of $11.30 to $11.60 was affirmed.
The company repurchased $824 million of shares year-to-date through December 2025 and declared a $1.02 dividend payable February 12, 2026, to holders of record as of January 29, 2026.
Constellation Brands furnished an October 6, 2025 news release covering its second fiscal quarter ended August 31, 2025, as Exhibit 99.1 to this Form 8-K. The filing text provided does not state any revenue, profit, EPS or guidance figures, so the direction of results cannot be judged from it. Shareholders should review Exhibit 99.1 for the reported numbers and any updated guidance.
News release dated October 6, 2025 covers the quarter ended August 31, 2025
Release includes forward-looking guidance that the company says could vary materially from actual results
Release includes non-GAAP measures (comparable, adjusted, organic) with reconciliations to GAAP
Report signed by Garth Hankinson, Executive Vice President and Chief Financial Officer
Constellation Brands said its Executive Vice President and Chief Legal Officer, James Bourdeau, will retire on February 28, 2026, and Jeffrey LaBarge will succeed him effective March 1, 2026. Bourdeau will then serve as an Executive Vice President and Strategic Advisor through March 1, 2027. The filing also covers a bylaw update and a quarterly dividend of $1.02 per Class A share, which does not change the overall picture for shareholders.
Bourdeau retires as Chief Legal Officer effective February 28, 2026, and becomes Executive Vice President and Strategic Advisor through March 1, 2027.
Jeffrey LaBarge, 53, becomes Executive Vice President and Chief Legal Officer effective March 1, 2026; he joined the company in August 2016.
Bourdeau's new employment agreement sets an annual base salary of $560,000 and a cash incentive target of 80% of base salary.
The Board amended and restated the By-Laws on September 30, 2025, and declared a $1.02 quarterly dividend per Class A share payable November 13, 2025.
Constellation Brands lowered its fiscal 2026 outlook, with comparable EPS now expected at $11.30 to $11.60, down from $12.60 to $12.90. The company cited an incremental macroeconomic headwind affecting consumer demand, along with a lower outlook for organic net sales, comparable operating income, and free cash flow, which points to lower earnings and cash generation for shareholders.
Comparable EPS guidance is $11.30 to $11.60, down from $12.60 to $12.90; reported EPS guidance is $10.77 to $11.07, down from $12.07 to $12.37.
Enterprise organic net sales are now expected to decline 6% to 4%, compared with the prior outlook of a 2% decline to 1% growth.
Free cash flow guidance is $1.3 billion to $1.4 billion, down from $1.5 billion to $1.6 billion; the company has repurchased $604 million of shares in the first half under its $4 billion authorization.
Constellation Brands granted CFO Garth Hankinson 7,531 restricted stock units and 7,531 performance share units on July 15, 2025, to recognize his oversight of the company's enterprise cost-savings agenda. At the same day's virtual annual meeting, stockholders elected all 12 board nominees and ratified KPMG LLP as auditor, and approved the executive compensation advisory vote.
RSUs vest on May 1, 2028, if Hankinson remains in continuous service; PSU payout depends on enterprise cost savings and relative total stockholder return.
Stockholders elected 12 directors to one-year terms ending at the 2026 annual meeting.
KPMG LLP was ratified as auditor for the fiscal year ending February 28, 2026, with 160,873,738 votes for and 4,007,921 against.
Advisory say-on-pay vote: 146,512,941 for and 8,074,533 against.
Constellation Brands reported fiscal first-quarter 2026 net sales of $2.515 billion, down 6%, and reported diluted EPS of $2.90, down 39%, with comparable EPS of $3.22, down 10%. The company maintained its fiscal 2026 comparable EPS outlook of $12.60 to $12.90 and updated its reported EPS outlook to $12.07 to $12.37, and it declared a quarterly dividend of $1.02 per Class A share.
Q1 net sales were $2,515 million, down 6%, and operating income was $714 million on a reported basis, down 24%
Beer net sales fell 2% to $2.23 billion, and Wine and Spirits net sales fell 28% to $280.5 million, with the SVEDKA divestiture contributing to the decline
Fiscal 2026 comparable EPS outlook of $12.60 to $12.90 was maintained; reported EPS outlook was updated to $12.07 to $12.37
Company repurchased $381 million of shares through June 2025 and declared a $1.02 dividend payable August 14, 2025 to holders of record on July 30, 2025
Constellation Brands entered a Term Loan Credit Agreement with Bank of America, N.A. as administrative agent, providing up to $500 million in delayed draw term loans in up to two draws. The company says any proceeds would go to general corporate purposes, including repaying debt, and the commitments terminate no later than November 7, 2025.
Delayed draw term loan of up to $500 million, available in up to two draws
Commitments terminate no later than November 7, 2025; loans mature two years after initial borrowing
Interest at Term SOFR plus 0.750% to 1.250%, or Base Rate plus 0.000% to 0.250%, based on credit rating; ticking fee of 0.080% per annum
Covenants include minimum interest coverage of 2.50:1.00 and maximum net leverage of 4.00:1.00, stepping up to 4.50:1.00 after a Material Acquisition
Constellation Brands and its subsidiary CB International Finance entered into a restatement of their credit agreement with Bank of America as administrative agent. The $2.25 billion senior unsecured revolving credit facility was refinanced and its maturity extended to April 28, 2030, and the general liens basket was increased from 7.5% to 10.0% of consolidated tangible assets. The filing describes a new direct financial obligation, but it does not state a change in borrowing amount, and it contains no financial results.
Revolving credit facility: $2.25 billion of aggregate commitments refinanced under the Eleventh Restated Credit Agreement
Maturity extended from the prior agreement to April 28, 2030
General liens basket increased from 7.5% to 10.0% of consolidated tangible assets
Company unconditionally guarantees CB International Finance's obligations under the agreement
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