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# Constellation Brands (STZ): Recent Events Through the Second Quarter of Fiscal 2027 Constellation Brands' fiscal year ends in February, so the second quarter of fiscal 2027 ended August 31, 2026. Dollar amounts are as reported by the company. ## Filings that contain financial statements - Form 8-K filed October 6, 2026 (accession 0000016918-26-000039), Exhibit 99.1: second-quarter fiscal 2027 earnings release. It covers the three and six months ended August 31, 2026. It includes the condensed consolidated balance sheet (August 31, 2026 and February 28, 2026), the statements of operations (three and six months, with prior-year comparatives), the six-month statements of cash flows, and segment and non-GAAP reconciliations. - Form 8-K filed June 30, 2026 (accession 0000016918-26-000028), Exhibit 99.1: first-quarter fiscal 2027 earnings release, for the three months ended May 31, 2026, with the same set of statements and reconciliations. - Form 8-K filed April 8, 2026 (accession 0000016918-26-000008), Exhibit 99.1: fiscal 2026 year-end and fourth-quarter earnings release, for the year and quarter ended February 28, 2026. - Form 8-K filed January 7, 2026 (accession 0000016918-26-000002), Exhibit 99.1: third-quarter fiscal 2026 earnings release, for the quarter ended November 30, 2025. ## Earnings and guidance **October 6, 2026: second quarter of fiscal 2027 (accession 0000016918-26-000039).** Net sales were $2,633.0 million, up 6%. Reported operating income was $805.0 million, down 8%, and comparable operating income was $896.6 million, up 1%. Reported diluted EPS was $3.32 against $2.65 a year earlier, and comparable EPS was $3.74 against $3.63. Beer net sales rose 5% to $2,473.6 million on a 5.5% increase in shipments. Beer depletions fell 0.6%, and beer segment operating margin fell 160 basis points to 39.0%. Wine and Spirits net sales rose 17% to $159.4 million, with depletions up 10.2%. Segment operating income was $6.1 million, against a $19.8 million loss a year earlier. - **Guidance:** The company updated its fiscal 2027 reported EPS outlook to $11.85 - $12.55 (from $11.50 - $12.20 in the June release). It reaffirmed comparable EPS of $11.20 - $11.90, operating cash flow of $2.4 - $2.5 billion and free cash flow of $1.6 - $1.7 billion. Capital expenditures are expected to be about $800 million. The company states that the SpikedAde acquisition does not affect the fiscal 2027 outlook. - **Capital returns:** The company repurchased $530 million of shares year-to-date through September 2026. On October 6, 2026 the board declared a quarterly dividend of $1.03 per Class A share, payable November 13, 2026 to holders of record on October 30, 2026. - **Impairment:** Asset impairment and related expenses were $49.8 million in the quarter, tied to management's plan to divest the Nelson's Green Brier business. These are excluded from comparable results. **June 30, 2026: first quarter of fiscal 2027 (accession 0000016918-26-000028).** Net sales were $2,433 million, down 3% reported and up 3% organic, after the 2025 wine divestitures removed $142.0 million from the prior-year quarter. Reported EPS was $3.79 and comparable EPS was $3.43. The company raised its reported EPS outlook for fiscal 2027 to $11.50 - $12.20 (from $11.10 - $11.80) and affirmed comparable EPS of $11.20 - $11.90. It declared a $1.03 quarterly dividend and reported $324 million of share repurchases year-to-date through June 2026. **April 8, 2026: fiscal 2026 and fourth quarter (accession 0000016918-26-000008).** Fiscal 2026 reported EPS was $9.61 and comparable EPS was $11.82. Operating cash flow was $2.7 billion and free cash flow $1.8 billion. The company repurchased $924 million of shares during the year. The fourth-quarter release showed net sales of $1,920 million, down 11%, with reported EPS of $1.16 and comparable EPS of $1.90. Initial fiscal 2027 guidance was reported EPS of $11.10 - $11.80 and comparable EPS of $11.20 - $11.90. The board declared a $1.03 quarterly dividend, a 1% increase from $1.02. **January 7, 2026: third quarter of fiscal 2026 (accession 0000016918-26-000002).** Reported EPS was $2.88 and comparable EPS was $3.06. The company updated fiscal 2026 reported EPS guidance to $9.72 - $10.02 and affirmed comparable EPS of $11.30 - $11.60. Share repurchases were $824 million year-to-date through December 2025. ## Acquisitions and divestitures - **SpikedAde acquisition (closed), October 6, 2026 (accession 0000016918-26-000039, Exhibits 99.1 and 99.2).** The company announced and states that it "acquired" SpikedAde, a spirit-based ready-to-drink brand in the "Ade" segment, on October 6, 2026. The price was $75 million paid at close for 100% ownership. Up to $278 million of additional contingent consideration is payable over five years, based on future performance. The business will be integrated into the Beer division and reported in the Beer segment. The deal occurred after the August 31, 2026 quarter end. - **HOPWTR acquisition (closed), April 2026.** Per the Form 10-Q (accession 0000016918-26-000040), the company purchased the remaining ownership interest in HOPWTR, a premium non-alcoholic brand crafted with hops, adaptogens, and nootropics that had been part of its corporate ventures portfolio since 2021. The transaction included the acquisition of trademarks. Results are reported in the Beer segment from the acquisition date. The filings reviewed do not state a purchase price, and no Form 8-K covers it. Preliminary purchase accounting allocations added $27.6 million to Beer segment goodwill. - **New Zealand wine divestiture (closed), June 2026.** The company sold eight small-scale domestic-market New Zealand mainstream wine brands with associated inventory, equipment, a winery and vineyards. This is disclosed in the second-quarter earnings release (accession 0000016918-26-000039) and in the Form 10-Q filed October 7, 2026 (accession 0000016918-26-000040). No separate Form 8-K covers it, and the filings reviewed do not state a sale price. The 10-Q records an $18.3 million loss on the related assets held for sale in the first quarter. - **Nelson's Green Brier (planned, not signed).** The Form 10-Q (accession 0000016918-26-000040) and the earnings release describe management's plan to divest this business. Assets held for sale were written down from $54.8 million to an estimated fair value of $5.0 million. No sale agreement is disclosed. ## Debt and financing - **September 18, 2026, new term loan (accession 0001193125-26-395558).** The company entered into a Term Loan Credit Agreement with Manufacturers and Traders Trust Company as administrative agent. It provides a delayed draw term loan of up to $300 million in up to two draws, for general corporate purposes including repayment of indebtedness. Interest is Term SOFR plus 0.700% to 1.100%, depending on credit rating. The filing does not state that any amount has been drawn. - **September 8, 2026, notice of redemption for 4.350% Senior Notes due 2027 (accession 0000016918-26-000034).** The company gave notice to redeem all $600.0 million outstanding, effective September 18, 2026, funded with commercial paper and/or cash on hand. The Form 10-Q (accession 0000016918-26-000040) states the notes were redeemed on September 18, 2026 at 100% of principal plus accrued interest. - **May 4-6, 2026, issuance of 4.850% Senior Notes due 2031 (accessions 0000016918-26-000013, 0001193125-26-206713, 0001193125-26-209180).** The company priced and closed a $500.0 million public offering at 99.943% of principal. Interest is payable May 6 and November 6, starting November 6, 2026, and the notes mature May 6, 2031. Proceeds, together with commercial paper and/or cash, were intended to redeem the 3.700% notes due 2026 and for general corporate purposes. - **May 6, 2026, notice of redemption for 3.700% Senior Notes due 2026 (accession 0001193125-26-209180).** The company gave notice for all $600.0 million outstanding, effective May 18, 2026. The Form 10-Q states the redemption was completed on May 18, 2026. - **October 2025: 4.950% Senior Notes due 2035 (accessions 0001193125-25-241532 and 0001193125-25-242497).** The company sold $500.0 million of senior notes at 99.716% of principal, closing October 17, 2025, with maturity November 1, 2035. It also terminated its $500 million delayed draw term loan agreement from May 2025 effective October 21, 2025, with nothing drawn and no termination penalty. ## Management and governance - **February 10-12, 2026: CEO succession (accession 0001193125-26-048815).** The board appointed Nicholas I. Fink, a director since 2021 and CEO of Fortune Brands Innovations since January 2020, as President and CEO effective April 13, 2026. William A. Newlands stepped down as CEO and left the board on that date, and served as Strategic Advisor through April 30, 2026. Mr. Fink's employment agreement sets base salary of $1,400,000 and a fiscal 2027 annual incentive target of 160% of salary. - **May 20, 2026: new director (accession 0000016918-26-000016).** The board grew from eleven to twelve members with the election of E. Morgan Flatley, Executive Vice President and Global Chief Marketing Officer of McDonald's, as an independent director. - **July 22, 2026: annual meeting (accession 0000016918-26-000032).** Stockholders elected 12 directors, ratified KPMG LLP as auditor for the fiscal year ending February 28, 2027, approved executive compensation on an advisory basis, and approved the amended and restated Long-Term Stock Incentive Plan, which now runs through July 22, 2036. ## Other - **Other filings.** A Form 8-K filed November 7, 2025 (accession 0000016918-25-000145) supplied a legal opinion on shares covered by a resale prospectus supplement and carried no financial news.