Results of Operations and Financial Condition · Regulation FD Disclosure
Item 2.02 Results of Operations and Financial Condition. On October 6, 2026, Constellation Brands, Inc. (“Constellation” or the “Company”), a Delaware corporation, issued a news release (the “release”) announcing its financial condition and results of operations as of and for the second fiscal quarter ended August 31, 2026.…
Filed Oct 6, 2026Accepted Oct 6, 2026, 4:18 PM EDTCIK 16918Accession 0000016918-26-000039
Constellation Brands (NYSE: STZ), a leading U.S.-based company, is an international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Our mission is to build brands that people love because we believe elevating human connections is Worth Reaching For. It’s worth our dedication, hard work, and calculated risks to anticipate market trends and deliver for our consumers, shareholders, employees, and industry. This dedication is what ... Every day, people reach for brands from our high-end, imported beer portfolio anchored by the iconic Corona Extra and Modelo Especial, a flavorful lineup of Modelo Cheladas, and favorites like Pacifico, and Victoria; our exceptional wine brands including The Prisoner Wine Company, Robert Mondavi Winery, Kim Crawford, Schrader Cellars, and Lingua Franca; and our craft spirits brands such as Mi CAMPO Tequila and High West Whiskey. As an agriculture-based company, we strive to operate in a way that is sustainable and responsible. Our ESG strategy is embedded into our business and we focus on serving as good stewards of the environment, investing in our communities, and promoting responsible beverage alcohol consumption. We believe these aspirations in support of our longer-term business strategy allow us to contribute to a future that is truly Worth Reaching For. To learn more, visit www.cbrands.com and follow us on LinkedIn and Instagram.
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Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition.
On October 6, 2026, Constellation Brands, Inc. (“Constellation” or the “Company”), a Delaware corporation, issued a news release (the “release”) announcing its financial condition and results of operations as of and for the second fiscal quarter ended August 31, 2026. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The projections constituting the guidance included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time; therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the release under the caption “Forward-Looking Statements.”
The information in the release 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.
The release contains non-GAAP financial measures; in the release these are referred to as “comparable” or “organic” measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position, or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet, or statement of cash flows (or equivalent statements) of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.
Comparable measures and organic measures are provided 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. In addition, the Company believes this information provides investors, financial analysts covering the Company, rating agencies, and other external users valuable insight on underlying business trends and results in order to evaluate year-over-year financial performance.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On October 6, 2026, Constellation issued the release regarding its second fiscal quarter ended August 31, 2026, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On October 6, 2026, Constellation also issued a news release announcing that it has completed the acquisition of SpikedAde, a spirit-based ready-to-drink beverage brand, a copy of which is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
In addition, on October 6, 2026, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $1.03 per issued and outstanding share of the Company’s Class A Common Stock and $0.93 per issued and outstanding share of the Company’s Class 1 Convertible Common Stock, in each case payable on November 13, 2026, to stockholders of record of each respective class as of the close of business on October 30, 2026.
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.
Exhibit 99.1
Delivers EPS Growth Driven by Net Sales and Business Division Operating Income Growth
Beer Business Accelerates Category Leading Share Gains Across U.S. Tracked Channels
Returns an Additional $400 Million to Shareholders Through Share Repurchases and Dividends
Net Sales Operating EPS
Income (Loss)
Second Quarter Fiscal 2027 Financial Highlights | in millions, except per share data
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Reported $2,633 $805 $3.32
% Change 6% (8%) 25%
Comparable $2,633 $897 $3.74
% Change …
Open exhibit ↗EX-99.2 (by filename) stzex992_10620268k.htm
Exhibit 99.2
CONSTELLATION BRANDS ANNOUNCES ACQUISITION OF
SPIRIT-BASED READY-TO-DRINK BRAND SPIKEDADE
Acquisition expands Constellation's portfolio into an emerging, consumer-led demand space within the fast-growing RTD category
Rochester, N.Y. Oct. 6, 2026 - Constellation Brands, Inc. (NYSE: STZ), a leading U.S.-based total beverage alcohol company, today announced the acquisition of SpikedAde, a differentiated, consumer-led spirit-based ready-to-drink (RTD) beverage brand competing in the emerging sports drink-inspired "Ade" segment.
• Constellation's strong brand building and go-to-market capabilities to help SpikedAde expand distribution across the U.S.
• Transaction includes a $75 million payment at close for 100% ownership of the business, as well as additional contingent consideration of up to $278 million payable over five years based on the future performance of the SpikedAde business, reflective of Constellation’s disciplined approach to capital allocation.
• The acquisition strengthens Constellation's position in the fast-growing RTD category and expands its portfolio into an emerging, consumer-led demand space.
• SpikedAde is well positioned to capitalize on th…