Constellation Brands Files 8-K with Corporate Updates

TL;DR

STZ filed an 8-K covering director changes, exec appointments, and financial updates as of 9/29.

AI Summary

Constellation Brands, Inc. filed an 8-K on October 2, 2025, reporting events as of September 29, 2025. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements, amendments to articles of incorporation or bylaws, change in fiscal year, Regulation FD disclosures, and financial statements/exhibits.

Why It Matters

This 8-K filing provides crucial updates on the company's governance, executive appointments, and financial reporting, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not indicate any immediate financial distress or significant negative events.

Key Players & Entities

• CONSTELLATION BRANDS, INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• September 29, 2025 (date) — Date of earliest event reported
• October 2, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $560,000 — t provides for an annual base salary of $560,000, and an annual cash incentive compensat
• $1.02 — uarterly cash dividend in the amount of $1.02 per issued and outstanding share of the
• $0.92 — the Company's Class A Common Stock and $0.92 per issued and outstanding share of the

Filing Documents

• stz-20250929.htm (8-K) — 46KB
• stzex31_92920258-k.htm (EX-3.1) — 93KB
• stzex101_92920258-k.htm (EX-10.1) — 94KB
• stzex991_1012025dividend.htm (EX-99.1) — 8KB
• stzex992_1022025.htm (EX-99.2) — 16KB
• pressreleaseheader.jpg (GRAPHIC) — 457KB
• pressreleaseheadera.jpg (GRAPHIC) — 457KB
• pressreleasepg2.jpg (GRAPHIC) — 293KB
• 0000016918-25-000136.txt ( ) — 2117KB
• stz-20250929.xsd (EX-101.SCH) — 2KB
• stz-20250929_def.xml (EX-101.DEF) — 15KB
• stz-20250929_lab.xml (EX-101.LAB) — 26KB
• stz-20250929_pre.xml (EX-101.PRE) — 15KB
• stz-20250929_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 30, 2025, the Board amended and restated the Company's By-Laws (the "By-Laws"), with immediate effect. The amendments, among other things: make certain updates and changes to align with Delaware law, including recent amendments to the General Corporation Law of the State of Delaware (the "DGCL"), including without limitation, with respect to Sections 144, 160(c), 222, and 228 of the DGCL; provide that the chair of the meeting of stockholders shall be a director or officer of the Company; reserve the white proxy card for the exclusive use of the Board; and making certain other conforming, clarifying, ministerial, or technical changes. The foregoing description of the By-Laws is a summary, does not purport to be complete, and is qualified in its entirety by reference to the text of the By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2025, the Board declared a quarterly cash dividend in the amount of $1.02 per issued and outstanding share of the Company's Class A Common Stock and $0.92 per issued and outstanding share of the Company's Class 1 Convertible Common Stock, in each case payable on November 13, 2025, to stockholders of record of each respective class as of the close of business on October 30, 2025. On October 1, 2025, Constellation issued a news release (the "dividend release") regarding the quarterly cash dividend declared on the Company's Class A Common Stock. A copy of the dividend release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. On October 2, 2025, Constellation issued a news release (the "senior management release") announcing certain changes in the Company's senior management personnel described in Item 5.02 above. A copy of the senior management release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. References to Constellation's website and/or other social media sites or platforms in the news releases 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 news releases attached as Exhibit 99.1 and Exhibit 99.2 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Amended and Restated By-Laws of Constellation Brands, Inc. 10.1 Executive Employment Agreement effective March 1, 2026 between Constellation Brands, Inc. and James O. Bourdeau. * 99.1 News Release of Constellation Brands, Inc. dated October 1, 2025 . 99.2 News Release of Constellation Brands, Inc. dated October 2 , 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Designates management contract or compensatory plan or arrangement.

SIGNATURES

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: October 2, 2025 CONSTELLATION BRANDS, INC. By: /s/ Garth Hankinson Garth Hankinson Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR