Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended May 31, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from_____________to_____________
Commission File Number: 001-08495

CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 16-0716709 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
50 East Broad Street, Rochester, New York 14614
(Address of principal executive offices) (Zip code)
(585) 678-7100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
There were 170,752,511 shares of Class A Common Stock and 25,923 shares of Class 1 Common Stock outstanding as of June 26, 2026.
TABLE OF CONTENTS
| Page | ||||||||
| DEFINED TERMS | i | |||||||
| PART I – FINANCIAL INFORMATION | ||||||||
| Item 1. Financial Statements | ||||||||
| Consolidated Balance Sheets | 1 | |||||||
| Consolidated Statements of Comprehensive Income (Loss) | 2 | |||||||
| Consolidated Statements of Changes in Stockholders’ Equity | 3 | |||||||
| Consolidated Statements of Cash Flows | 4 | |||||||
| Notes to Consolidated Financial Statements | ||||||||
| 1. Basis of Presentation | 6 | |||||||
| 2. Restructuring | 6 | |||||||
| 3. Inventories | 7 | |||||||
| 4. Derivative Instruments | 7 | |||||||
| 5. Fair Value of Financial Instruments | 9 | |||||||
| 6. Goodwill | 12 | |||||||
| 7. Intangible Assets | 13 | |||||||
| 8. Borrowings | 13 | |||||||
| 9. Income Taxes | 15 | |||||||
| 10. Stockholders' Equity | 16 | |||||||
| 11. Net Income (Loss) Per Common Share Attributable to CBI | 16 | |||||||
| 12. Comprehensive Income (Loss) Attributable to CBI | 17 | |||||||
| 13. Business Segment Information | 19 | |||||||
| 14. Accounting Guidance Not Yet Adopted | 21 | |||||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | |||||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 38 | |||||||
| Item 4. Controls and Procedures | 39 | |||||||
| PART II – OTHER INFORMATION | ||||||||
| Item 1. Legal Proceedings | 40 | |||||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 41 | |||||||
| Item 5. Other Information | 41 | |||||||
| Item 6. Exhibits | 41 | |||||||
| SIGNATURES | 45 |
This Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. For further information regarding such forward-looking statements, risks, and uncertainties, please see “Information Regarding Forward-Looking Statements” under MD&A.
Market positions and industry data discussed in this Form 10-Q are for the 52-weeks ending May 31, 2026.
DEFINED TERMS
Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. We use terms in this Form 10-Q and in our Notes that are specific to us or are abbreviations that may not be commonly known or used.
| TERM | MEANING | |||||||
| $ | U.S. dollars | |||||||
| 10b5-1 Trading Plan | a pre-arranged trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act | |||||||
| 2025 Authorization | authorization to repurchase up to $4.0 billion of our publicly traded common stock, approved by our Board of Directors in April 2025 | |||||||
| 2025 Credit Agreement | eleventh amended and restated credit agreement, dated as of April 28, 2025, that provides for a $2.25 billion aggregate revolving credit facility | |||||||
| 2025 Restructuring Initiative | an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization, with the majority of the work executed within Fiscal 2026 and net annualized cost savings expected to be fully realized by Fiscal 2028 | |||||||
| 2025 Wine Divestitures | sale and, in certain instances, exclusive license to use the trademarks of a portion of our wine and spirits business, primarily centered around our then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities on June 2, 2025 | |||||||
| 2026 Annual Report | our Annual Report on Form 10-K for the fiscal year ended February 28, 2026 | |||||||
| 3-tier | U.S. distribution channel where products are sold to a distributor (wholesaler) who then sells to a retailer; the retailer sells the products to a consumer; however, in control states, the state government performs the role of wholesaler and retailer | |||||||
| 3.70% December 2016 Senior Notes | $600.0 million principal amount of 3.70% senior notes issued in December 2016, now redeemed in full | |||||||
| 4.85% May 2026 Senior Notes | $500.0 million aggregate principal amount of senior notes issued in May 2026 | |||||||
| ABA | alternative beverage alcohol | |||||||
| Administrative Agent | Bank of America, N.A., as administrative agent for our senior credit facility | |||||||
| AOCI | accumulated other comprehensive income (loss) | |||||||
| Brewery Projects | modular capacity addition activities at the Nava Brewery, Obregón Brewery, and Veracruz Brewery | |||||||
| CB International | CB International Finance S.à r.l., a wholly-owned subsidiary of ours | |||||||
| Circana****TM | Industry market research publication used by consumer packaged goods companies | |||||||
| Class 1 Stock | our Class 1 Convertible Common Stock, par value $0.01 per share | |||||||
| Class A Stock | our Class A Common Stock, par value $0.01 per share | |||||||
| CODM | chief operating decision maker, our President and Chief Executive Officer | |||||||
| Comparable Adjustments | certain items affecting comparability that have been excluded because management uses this information in monitoring and evaluating the results and underlying business trends of the core operations of the Company and/or in internal goal setting | |||||||
| CSR | corporate social responsibility | |||||||
| Constellation Brands, Inc. Q1 FY 2027 Form 10-Q | #WORTHREACHINGFOR I i |
| TERM | MEANING | |||||||
| Customers | wholesale distributors, retailers (generally outside of 3-tier), state alcohol beverage control agencies which sell to consumers, and DTC purchasers | |||||||
| Depletions | represent U.S. distributor shipments of our respective branded products to retail customers, based on third-party data | |||||||
| DTC | direct-to-consumer inclusive of (i) a digital commerce experience for consumers to purchase directly from brand websites with inventory coming straight from the supplier and (ii) consumer purchases at hospitality locations (tasting rooms and tap rooms) from the supplier | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| Financial Statements | our consolidated financial statements and notes thereto included herein | |||||||
| First Quarter 2026 | the Company’s three months ended May 31, 2025 | |||||||
| First Quarter 2027 | the Company’s three months ended May 31, 2026 | |||||||
| Fiscal 2026 | the Company’s fiscal year ended February 28, 2026 | |||||||
| Fiscal 2027 | the Company’s fiscal year ending February 28, 2027 | |||||||
| Fiscal 2028 | the Company’s fiscal year ending February 29, 2028 | |||||||
| Fiscal 2029 | the Company’s fiscal year ending February 28, 2029 | |||||||
| Fiscal 2030 | the Company’s fiscal year ending February 28, 2030 | |||||||
| Fiscal 2031 | the Company’s fiscal year ending February 28, 2031 | |||||||
| Fiscal 2032 | the Company’s fiscal year ending February 29, 2032 | |||||||
| Form 10-Q | this Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2026, unless otherwise specified | |||||||
| IRA | Inflation Reduction Act of 2022 | |||||||
| IT | information technology | |||||||
| mainstream | wine that sells less than $11.00 per bottle at retail and sparkling wine and all other wine that sells less than $13.00 per bottle at retail, as defined by Circana™ | |||||||
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part I – Item 2. of this Form 10-Q | |||||||
| M&T | Manufacturers and Traders Trust Company | |||||||
| Nava | Nava, Coahuila, Mexico | |||||||
| Nava Brewery | our brewery located in Nava | |||||||
| Net sales | gross sales less promotions, returns and allowances, and excise taxes | |||||||
| New Zealand Wine Divestitures | definitive agreement to divest eight small-scale domestic-market New Zealand mainstream wine brands and associated inventory, equipment, a winery, and vineyards, completed in June 2026 | |||||||
| NM | not meaningful | |||||||
| Non-GAAP | financial measures not calculated in accordance with U.S. GAAP, for example, comparable operating income (loss) | |||||||
| Note(s) | notes to the consolidated financial statements | |||||||
| OB3 Act | One Big Beautiful Bill Act, signed into U.S. law on July 4, 2025 | |||||||
| Obregón | Obregón, Sonora, Mexico | |||||||
| Constellation Brands, Inc. Q1 FY 2027 Form 10-Q | #WORTHREACHINGFOR I ii |
| TERM | MEANING | |||||||
| Obregón Brewery | our brewery located in Obregón | |||||||
| OCI | other comprehensive income (loss) | |||||||
| OECD | Organization for Economic Cooperation and Development | |||||||
| Pre-issuance hedge contracts | treasury lock and/or swap lock contracts designated as cash flow hedges entered into to hedge treasury rate volatility on future debt issuances | |||||||
| premium | wine that sells between $11.00 to $24.99 per bottle at retail and sparkling wine that sells between $13.00 to $34.99 per bottle at retail, as defined by Circana™ | |||||||
| retailers | on- and off-premise locations that sell products to consumers | |||||||
| SEC | Securities and Exchange Commission | |||||||
| Section 232 | tariffs imposed under Section 232 of the Trade Expansion Act of 1962, notably on aluminum and aluminum derivative product imports | |||||||
| Securities Act | Securities Act of 1933, as amended | |||||||
| SOFR | secured overnight financing rate administered by the Federal Reserve Bank of New York | |||||||
| U.S. | United States of America | |||||||
| U.S. GAAP | generally accepted accounting principles in the U.S. | |||||||
| Veracruz | Heroica Veracruz, Veracruz, Mexico | |||||||
| Veracruz Brewery | our new brewery being constructed in Veracruz |
| Constellation Brands, Inc. Q1 FY 2027 Form 10-Q | #WORTHREACHINGFOR I iii |
| FINANCIAL STATEMENTS | Table of Contents |
PART I – FINANCIAL INFORMATION
Next: Item 1. FINANCIAL STATEMENTS.