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Cover and table of contents

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

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CONSTELLATION BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware16-0716709
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A Common StockSTZNew 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.

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TABLE OF CONTENTS

Page
DEFINED TERMSi
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets1
Consolidated Statements of Comprehensive Income (Loss)2
Consolidated Statements of Changes in Stockholders’ Equity3
Consolidated Statements of Cash Flows4
Notes to Consolidated Financial Statements
1. Basis of Presentation6
2. Restructuring6
3. Inventories7
4. Derivative Instruments7
5. Fair Value of Financial Instruments9
6. Goodwill12
7. Intangible Assets13
8. Borrowings13
9. Income Taxes15
10. Stockholders' Equity16
11. Net Income (Loss) Per Common Share Attributable to CBI16
12. Comprehensive Income (Loss) Attributable to CBI17
13. Business Segment Information19
14. Accounting Guidance Not Yet Adopted21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3. Quantitative and Qualitative Disclosures About Market Risk38
Item 4. Controls and Procedures39
PART II – OTHER INFORMATION
Item 1. Legal Proceedings40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds41
Item 5. Other Information41
Item 6. Exhibits41
SIGNATURES45

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.

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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.

TERMMEANING
$U.S. dollars
10b5-1 Trading Plana pre-arranged trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act
2025 Authorizationauthorization to repurchase up to $4.0 billion of our publicly traded common stock, approved by our Board of Directors in April 2025
2025 Credit Agreementeleventh amended and restated credit agreement, dated as of April 28, 2025, that provides for a $2.25 billion aggregate revolving credit facility
2025 Restructuring Initiativean 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 Divestituressale 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 Reportour Annual Report on Form 10-K for the fiscal year ended February 28, 2026
3-tierU.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
ABAalternative beverage alcohol
Administrative AgentBank of America, N.A., as administrative agent for our senior credit facility
AOCIaccumulated other comprehensive income (loss)
Brewery Projectsmodular capacity addition activities at the Nava Brewery, Obregón Brewery, and Veracruz Brewery
CB InternationalCB International Finance S.à r.l., a wholly-owned subsidiary of ours
Circana****TMIndustry market research publication used by consumer packaged goods companies
Class 1 Stockour Class 1 Convertible Common Stock, par value $0.01 per share
Class A Stockour Class A Common Stock, par value $0.01 per share
CODMchief operating decision maker, our President and Chief Executive Officer
Comparable Adjustmentscertain 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
CSRcorporate social responsibility
Constellation Brands, Inc. Q1 FY 2027 Form 10-Q#WORTHREACHINGFOR I i

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TERMMEANING
Customerswholesale distributors, retailers (generally outside of 3-tier), state alcohol beverage control agencies which sell to consumers, and DTC purchasers
Depletionsrepresent U.S. distributor shipments of our respective branded products to retail customers, based on third-party data
DTCdirect-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 ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
Financial Statementsour consolidated financial statements and notes thereto included herein
First Quarter 2026the Company’s three months ended May 31, 2025
First Quarter 2027the Company’s three months ended May 31, 2026
Fiscal 2026the Company’s fiscal year ended February 28, 2026
Fiscal 2027the Company’s fiscal year ending February 28, 2027
Fiscal 2028the Company’s fiscal year ending February 29, 2028
Fiscal 2029the Company’s fiscal year ending February 28, 2029
Fiscal 2030the Company’s fiscal year ending February 28, 2030
Fiscal 2031the Company’s fiscal year ending February 28, 2031
Fiscal 2032the Company’s fiscal year ending February 29, 2032
Form 10-Qthis Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2026, unless otherwise specified
IRAInflation Reduction Act of 2022
ITinformation technology
mainstreamwine 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&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations under Part I – Item 2. of this Form 10-Q
M&TManufacturers and Traders Trust Company
NavaNava, Coahuila, Mexico
Nava Breweryour brewery located in Nava
Net salesgross sales less promotions, returns and allowances, and excise taxes
New Zealand Wine Divestituresdefinitive 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
NMnot meaningful
Non-GAAPfinancial measures not calculated in accordance with U.S. GAAP, for example, comparable operating income (loss)
Note(s)notes to the consolidated financial statements
OB3 ActOne Big Beautiful Bill Act, signed into U.S. law on July 4, 2025
ObregónObregón, Sonora, Mexico
Constellation Brands, Inc. Q1 FY 2027 Form 10-Q#WORTHREACHINGFOR I ii

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TERMMEANING
Obregón Breweryour brewery located in Obregón
OCIother comprehensive income (loss)
OECDOrganization for Economic Cooperation and Development
Pre-issuance hedge contractstreasury lock and/or swap lock contracts designated as cash flow hedges entered into to hedge treasury rate volatility on future debt issuances
premiumwine 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™
retailerson- and off-premise locations that sell products to consumers
SECSecurities and Exchange Commission
Section 232tariffs imposed under Section 232 of the Trade Expansion Act of 1962, notably on aluminum and aluminum derivative product imports
Securities ActSecurities Act of 1933, as amended
SOFRsecured overnight financing rate administered by the Federal Reserve Bank of New York
U.S.United States of America
U.S. GAAPgenerally accepted accounting principles in the U.S.
VeracruzHeroica Veracruz, Veracruz, Mexico
Veracruz Breweryour new brewery being constructed in Veracruz
Constellation Brands, Inc. Q1 FY 2027 Form 10-Q#WORTHREACHINGFOR I iii
FINANCIAL STATEMENTSTable of Contents

PART I – FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS.