Annual report [Section 13 and 15(d), not S-K Item 405]

Stockholders' Equity

v3.25.1
Stockholders' Equity
 12 Months Ended
Feb. 28, 2025
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common stock
We have one class of common stock with a material number of shares outstanding: Class A Stock. Holders of Class A Stock are entitled to one vote per share. In addition, we have a class of common stock with an immaterial number of shares outstanding: Class 1 Stock. Shares of Class 1 Stock generally have no voting rights. Class 1 Stock shares are convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder, provided that the holder immediately sells the Class A Stock acquired upon conversion. Because shares of Class 1 Stock are convertible into shares of Class A Stock, for each share of Class 1 Stock issued, we must reserve one share of Class A Stock for issuance upon the conversion of the share of Class 1 Stock. Holders of Class 1 Stock do not have any preference as to dividends, but may participate in any dividend if and when declared by the Board of Directors. If we pay a cash dividend on Class 1 Stock, each share of Class A Stock will receive an amount at least 10% greater than the amount of cash dividend per share paid on Class 1 Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Stock without paying a dividend on Class 1 Stock.

Prior to the Reclassification, we had an additional class of common stock with a material number of shares outstanding: Class B Stock. Shares of Class B Stock were convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder. Holders of Class B Stock were entitled to 10 votes per share. See “Reclassification” below for additional information.

The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
Common Stock Treasury Stock
Class A Class B Class 1 Class A Class B
Balance at February 28, 2022 187,263,859  28,212,340  2,248,679  22,824,607  5,005,800 
Share repurchases —  —  —  7,086,446  — 
Retirement of shares (1)
—  (5,005,800) —  —  (5,005,800)
Conversion of shares (2)
25,433,569  (23,206,540) (2,227,029) —  — 
Exercise of stock options —  —  1,055  (262,970) — 
Employee stock purchases —  —  —  (57,284) — 
Vesting of restricted stock units (3)
—  —  —  (76,047) — 
Vesting of performance share units (3)
—  —  —  (16,326) — 
Balance at February 28, 2023 212,697,428  —  22,705  29,498,426  — 
Share repurchases —  —  —  1,043,366  — 
Conversion of shares
 870  —  (870) —  — 
Exercise of stock options —  —  1,826  (582,476) — 
Employee stock purchases —  —  —  (59,408) — 
Vesting of restricted stock units (3)
—  —  —  (76,914) — 
Vesting of performance share units (3)
—  —  —  (13,113) — 
Balance at February 29, 2024 212,698,298  —  23,661  29,809,881  — 
Share repurchases —  —  —  5,252,003  — 
Exercise of stock options —  —  3,376  (389,640) — 
Employee stock purchases —  —  —  (67,405) — 
Vesting of restricted stock units (3)
—  —  —  (90,941) — 
Vesting of performance share units (3)
—  —  —  (8,757) — 
Balance at February 28, 2025 212,698,298  —  27,037  34,505,141  — 
(1)Shares of our Class B Treasury Stock were retired to authorized and unissued shares of our Class B Stock prior to completing the Reclassification.
(2)Includes shares of Class B Stock issued and outstanding immediately prior to the Effective Time that were reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest (see “Reclassification” below).
(3)Net of the following shares withheld to satisfy tax withholding requirements:
For the Years Ended
February 28,
2025		 February 29,
2024		 February 28,
2023
Restricted Stock Units 48,648 40,023 37,494
Performance Share Units 5,728 8,735 4,919

Stock repurchases
In January 2018, our Board of Directors authorized the repurchase of up to $3.0 billion of our publicly traded common stock, which was fully utilized as of May 31, 2022. Additionally, in each of January 2021 and November 2023, our Board of Directors authorized the repurchase of up to $2.0 billion of our publicly traded common stock. The 2021 Authorization was fully utilized as of November 30, 2024. The Board of Directors did not specify a date upon which these authorizations would expire. Shares repurchased under these authorizations become treasury shares.

A summary of share repurchase activity is as follows:
For the Years Ended
February 28, 2025 February 29, 2024 February 28, 2023
Dollar
Value		 Number of
Shares		 Dollar
Value		 Number of
Shares		 Dollar
Value		 Number of
Shares
(in millions, except share data)
2018 Authorization $ —  —  $ —  —  $ 563.6  2,254,536 
2021 Authorization
 613.7  2,462,271  249.7  1,043,366  1,136.6  4,831,910 
2023 Authorization
 510.1  2,789,732  —  —  —  — 
$ 1,123.8  5,252,003  $ 249.7  1,043,366  $ 1,700.2  7,086,446 

Subsequent to February 28, 2025, we repurchased 494,094 shares of Class A Stock pursuant to the 2025 Authorization at an aggregate cost of $91.7 million through open market transactions. As of April 23, 2025, total shares repurchased under our board authorizations are as follows:
Class A Stock
Repurchase
Authorization		 Dollar Value
of Shares
Repurchased		 Number of
Shares
Repurchased
(in millions, except share data)
2018 Authorization $ 3,000.0  $ 3,000.0  13,331,156
2021 Authorization
 $ 2,000.0  $ 2,000.0  8,337,547
2023 Authorization (1)
$ 2,000.0  $ 510.1  2,789,732
2025 Authorization (1) (2)
$ 4,000.0  $ 91.7  494,094
(1)In April 2025, we announced that our Board of Directors authorized the repurchase of up to $4.0 billion of our publicly traded common stock expiring in February 2028. The 2025 Authorization replaced the 2023 Authorization in its entirety and no further repurchases will be made pursuant to the 2023 Authorization. Shares repurchased under the 2025 Authorization have become treasury shares.
(2)As of April 23, 2025, $3,908.3 million remains available for future share repurchases, excluding the impact of Federal excise tax owed pursuant to the IRA.
Reclassification
In November 2022, we completed the Reclassification at the Effective Time as contemplated by the Reclassification Agreement. Pursuant to the Reclassification, each share of Class B Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged, and converted into one share of Class A Stock and the right to receive $64.64 in cash, without interest. The aggregate cash payment to holders of Class B Stock at the Effective Time was $1.5 billion. We utilized our $1.0 billion delayed draw three-year term loan facility under the August 2022 Term Credit Agreement and borrowings under our commercial paper program to fund the aggregate cash payment to holders of Class B Stock.

Common stock dividends
In April 2025, our Board of Directors declared a quarterly cash dividend of $1.02 per share of Class A Stock and $0.92 per share of Class 1 Stock payable in the first quarter of Fiscal 2026.

Purchase of noncontrolling interest
In October 2024, we purchased the remaining 25% noncontrolling interest in Nelson’s Green Brier, a portfolio of Tennessee-based craft bourbon and whiskey products.