{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-282062","form_type":"8-K","ticker":"STZ","cik":"0000016918","company_name":"CONSTELLATION BRANDS, INC.","filed_at":"2022-11-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:51.725902+00:00","generated_at":"2026-06-21T23:10:25.119228+00:00","sec_items":["1.01","2.03","3.01","3.03","5.03","5.02","5.07","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Constellation Brands completes elimination of Class B stock, pays $1.5B cash, governance changes","bullets":["Each Class B share converted into one Class A share plus $64.64 cash; total cash ~$1.5B.","Financing via $1.0B term loan and ~$500M commercial paper; annual interest expense expected $80-90M.","Robert Sands retired as Executive Chairman, appointed Non-Executive Chairman; Richard Sands retired as Exec Vice Chair, remains director.","Class B stock delisted from NYSE; only Class A (STZ) remains listed.","Stockholders approved with ~75% of unaffiliated Class A votes; governance changes include majority vote standard for director elections."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-282062","json":"https://secwatch.observer/filing/0001193125-22-282062.json","markdown":"https://secwatch.observer/filing/0001193125-22-282062.md","text":"https://secwatch.observer/filing/0001193125-22-282062.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/d302868d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T23:10:25.119228+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"439db5cdb20392452e5ce94b868a33432939c673","claim":"CONSTELLATION BRANDS, INC. incurred term loan of $1.0 billion with Bank of America, N.A., as administrative agent, and the lenders party thereto.","evidence_excerpt":"On November 10, 2022, the Company borrowed $1.0 billion under the delayed draw term loan credit agreement (the “ Credit Agreement ”) dated as of August 9, 2022, by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party thereto.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$1.0 billion"},{"label":"Counterparty","value":"Bank of America, N.A., as administrative agent, and the lenders party thereto"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"227cbe723f","claim":"Robert Sands was appointed as Non-Executive Chairman of the Board at CONSTELLATION BRANDS, INC..","evidence_excerpt":"Mr. Robert Sands retired from his position as Executive Chairman of the Board and (ii) the board of directors of the Company (the “ Board ”) appointed him as Non-Executive Chairman of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Non-Executive Chairman of the Board"}],"fact_type":"executive_change"},{"claim_id":"796efe65b3","claim":"Richard Sands retired as non-executive member of the Board at CONSTELLATION BRANDS, INC..","evidence_excerpt":"Mr. Richard Sands retired from his position as Executive Vice Chairman of the Board, and he will continue to serve as a non-executive member of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"non-executive member of the Board"}],"fact_type":"executive_change"},{"claim_id":"16fb6862f22cc451baab1b1f60a4ef228bbe36fc","claim":"CONSTELLATION BRANDS, INC.: The Company filed an Amended and Restated Charter with the Secretary of State of Delaware to give effect to the reclassification of its Class B common stock (effective 2022-11-10).","evidence_excerpt":"On November 10, 2022, the Company filed the Amended and Restated Charter with the Secretary of the State of the State of Delaware, giving effect to the Reclassification, effective as of the Effective Time.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2022-11-10"}],"fact_type":"governance_change"},{"claim_id":"ac8cf49966a5ef78ef2f5d494352f1a2c42e6197","claim":"CONSTELLATION BRANDS, INC. shareholders approved Approve and adopt the Amended and Restated Charter to effectuate the reclassification of Class A Common Stock at the 2022-11-09 meeting.","evidence_excerpt":"Proposal 1 - Reclassification Proposal A proposal to approve and adopt the Amended and Restated Charter, which would effectuate the Reclassification, was approved as set forth below.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/16918/000119312522282062/0001193125-22-282062-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2022-11-09"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}