Constellation Brands Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events
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| Item 7.01 | Regulation FD Disclosure. |
On May 6, 2026, Constellation Brands, Inc. (“Constellation” or the “Company”) issued a news release announcing that it has given notice for full redemption prior to maturity of all of its outstanding 3.700% Senior Notes due 2026. A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in the news release attached as Exhibit 99.1 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.
| Item 8.01 | Other Events. |
On May 6, 2026, the Company and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), entered into Supplemental Indenture No. 37 (the “Supplemental Indenture”), dated as of May 6, 2026, which supplemented the Indenture, dated as of April 17, 2012 (the “Base Indenture” and together with the Supplemental Indenture and the other prior supplemental indentures thereto, the “Indenture”). Under the Indenture, the Company issued $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031 (the “Notes”) for a public offering price of 99.943% of the principal amount of such notes.
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-291350) filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025 (the “Registration Statement”).
The Company will pay interest on the Notes on May 6 and November 6 of each year, commencing on November 6, 2026. The Notes will mature on May 6, 2031. The Company may redeem the Notes, in whole or in part, at its option, under the terms provided in the Supplemental Indenture. The Supplemental Indenture contains customary events of default, including: (i) default in the payment of principal of or premium, if any, on the Notes when due, (ii) default in any payment of interest on the Notes when due, continued for 30 days, (iii) failure by the Company to comply with its obligations under the Supplemental Indenture, in certain cases subject to notice and grace periods, (iv) failure by the Company to make any payment after the maturity of any indebtedness with an aggregate principal amount in excess of $200.0 million or the acceleration of such indebtedness, and such indebtedness, in either case, is not discharged or such acceleration is not cured, waived, rescinded or annulled within 30 days following receipt of the relevant notice, and (v) specified events involving bankruptcy, insolvency or
reorganization of the Company. If an event of default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be due and payable. The Supplemental Indenture also contains customary covenants including with respect to liens and on sale and leaseback transactions. Terms of the Indenture and the Notes are more fully described in the section entitled “Description of the Notes” of the Prospectus Supplement dated May 4, 2026, that was filed with the SEC on May 5, 2026.
The foregoing description of the Supplemental Indenture is a summary, does not purport to be complete, and is qualified in its entirety by reference to (i) Supplemental Indenture No. 37 filed as Exhibit 4.1 hereto (and the form of 4.850% Senior Notes due 2031, which is included in Exhibit 4.1 hereto), which is incorporated by reference into this Item 8.01, and (ii) the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
Also on May 6, 2026, Constellation announced that it has given notice for full redemption prior to maturity of all of its outstanding 3.700% Senior Notes due 2026 for which, as of May 6, 2026, there were $600.0 million aggregate principal amount of notes outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Supplemental Indenture No. 37, dated as of May 6, 2026, between the Company, as Issuer, and Manufacturers and Traders Trust Company, as Trustee. | |
| 99.1 | News Release of Constellation Brands, Inc. dated May 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: May 6, 2026 | CONSTELLATION BRANDS, INC. | |||||
| By: | /s/ Garth Hankinson | |||||
| Garth Hankinson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||