8-KThe WireRoutine
Company Update
Filed Nov 7, 2025 · 7mo ago · Accession 0000016918-25-000145
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 7, 2025
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-08495 16-0716709
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)
50 East Broad Street , Rochester , NY 14614
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code ( 585) 678-7100
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01 Other Events
On November 7, 2025, Constellation Brands, Inc. (the “Company”) filed an automatic shelf registration statement on Form S-3 (File No. 333-291350) (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering an unspecified amount of shares of its Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), debt securities and certain other securities of the Company.
On November 7, 2025, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement registering the resale of up to an aggregate of 21,274,829 shares of Class A Common Stock (the “Shares”) which may be used by the selling stockholders identified therein to resell the Shares. The Company will not receive any proceeds from any sale of Shares by the selling stockholders.
The Company is filing this Current Report on Form 8-K to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
5.1 Opinion of the Executive Vice President and Chief Legal Officer of the Company regarding the validity of the Shares.
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: November 7, 2025 CONSTELLATION BRANDS, INC.
By: /s/ Garth Hankinson
Garth Hankinson
Executive Vice President and
Chief Financial Officer
Filing details
- Company
- CONSTELLATION BRANDS, INC.
- Ticker
- STZ
- CIK
- 16918
- Form type
- 8-K
- Filing date
- Nov 7, 2025
- Report date
- Nov 7, 2025
- Document
- stz-20251107.htm
- Size
- 202 KB