CONSTELLATION BRANDS, INC. 8-K

What Happened

• Constellation Brands, Inc. announced on Feb. 10, 2026 that the Board appointed Nicholas I. Fink to serve as President and Chief Executive Officer effective April 13, 2026. Fink has served on the Board since Jan. 2021 and was CEO of Fortune Brands Innovations since Jan. 2020.
• William A. Newlands will step down as President and CEO and retire from the Board effective April 13, 2026. He will remain an employee as Strategic Advisor through April 30, 2026, and then serve as a consultant from May 1–Dec. 31, 2026 under a Transition Agreement.

Key Details

• Employment Agreement effective Feb. 10, 2026: Fink’s initial base salary $1,400,000; AMIP target for Fiscal 2027 = 160% of base; Fiscal 2027 long‑term equity award target (LTSIP) = $11,000,000 (grant‑date fair value).
• Replacement equity: 85,385 restricted stock units and 415,295 nonqualified stock options (vesting pro‑rata over 3 years, with adjustment mechanism for stock price movements prior to grant).
• Severance/termination: if Fink resigns for Good Reason or is terminated other than for Cause (or Agreement expires), payout = lump sum of 2× base salary + 2× average annual bonus (last 3 years) + 24 monthly medical/dental payments + 18 months outplacement; up to $50,000 legal fees reimbursed.
• If the Company revokes the Employment Agreement or fails to hire him before the Replacement Equity Award is granted, Fink would receive a lump sum equal to the severance amount plus the grant‑date fair value of the Replacement Equity Award; Newlands consulting fee = $1,200,000 (May–Dec 2026), plus expense reimbursement.

Why It Matters

• Leadership change: a new CEO (Nicholas Fink) signals an operational leadership transition that investors should note for corporate strategy and execution. The filing provides timing and a formal transition plan to reduce disruption.
• Compensation and equity: the sizable equity awards and severance provisions represent meaningful executive compensation commitments (potentially affecting future GAAP compensation expense and share dilution). The Replacement Equity Award and $11M LTSIP target are material components of the package.
• Transition risk mitigation: Newlands’s advisor/consultant roles and explicit transition arrangements aim to provide continuity through the leadership change; the 8‑K also disclosed a Feb. 12, 2026 news release announcing these management changes.