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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             

Commission file number 001-08495

logo.jpg

CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0716709
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

50 East Broad Street, Rochester, New York 14614
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code  (585) 678-7100

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

Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes  ☒    No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated filer
☐
Non-accelerated filer
☐
 Smaller reporting company
☐
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.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  ☐    No  ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing sales price of the registrant’s Class A Common Stock as reported on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter was $24.9 billion.
The number of shares outstanding with respect to each of the classes of common stock of Constellation Brands, Inc., as of April 17, 2026, is set forth below:
Class Number of Shares Outstanding
Class A Common Stock, par value $.01 per share 172,172,544
Class 1 Common Stock, par value $.01 per share 25,923

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of Constellation Brands, Inc. to be filed for the 2026 Annual Meeting of Stockholders are incorporated by reference in Part III to the extent described therein.

Table of Contents
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS
DEFINED TERMS
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments NA
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures NA
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
Item 6. [Reserved] NA
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure NA
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections NA
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
INDEX TO EXHIBITS
SIGNATURES


Market positions and industry data discussed in this Form 10-K are as of calendar 2025 and have been obtained or derived from industry and government publications and our estimates. The industry and government publications include: Beer Marketers Insights; Beverage Information Group; Impact Databank Review and Forecast; International Wine and Spirits Research (IWSR); Circana™; Beer Institute; and National Alcohol Beverage Control Association. We have not independently verified the data from the industry and government publications. Unless otherwise noted, all references to market positions are based on U.S. dollar sales.

Table of Contents
FORWARD-LOOKING STATEMENTS

This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical fact included in this Form 10-K are forward-looking statements, including without limitation:

•The statements under Item 1. “Business” and MD&A regarding:
◦our mission and business strategy, including our strategic vision, growth plans, digital acceleration initiatives, and focus on maintaining a strong balance sheet;
◦our focus on upholding our leadership position in the U.S. beer market, growing our high-end imported beer brands through maintenance of leading margins, enhancing our results of operations and operating cash flow, and exploring new avenues for growth, including increasing distribution for key brands and optimizing growth through differentiated brand positioning, price pack architecture, and market prioritization;
◦our repositioned wine and spirits portfolio that we believe is positioned for long-term growth, focus on operational efficiencies and tactical measures, and commitment to improving margins, increasing distribution for key brands, and optimizing growth, as well as expanding our supply channels to maximize our total addressable market opportunity;
◦our beer modular capacity addition activities, including anticipated scope, capacity, costs, capital expenditures, and timeframes for completion, and associated opportunities;
◦our innovation, marketing, sales, production, and distribution plans, activities, and strategies, access to and availability of resources and production materials, impacts of government regulations, environmental sustainability, CSR, and human capital strategies, commitments, and aspirations;
◦our enterprise-wide cybersecurity program, including our ability to prevent, identify, respond to, or mitigate the impacts of cyber threats or incidents;
◦the condition and working order of our facilities, and the expected commencement of production at the Veracruz Brewery;
◦our long-term financial model, target comparable net leverage and target dividend payout ratios, future operations, financial condition and position, net sales, expenses, hedging programs, cost savings, restructuring, and efficiency initiatives, capital expenditures, effective tax rates and anticipated tax liabilities, expected volume, inventory, supply and demand levels, balance, and trends, access to capital markets, liquidity and capital resources, including our ability to consistently generate robust cash flow and raise or repay debt, and prospects, plans, and objectives of management;
◦the dynamic and evolving consumer environment and trends, socioeconomic factors, including subdued spend, depressed sentiment, value-seeking behaviors, and reductions in discretionary income, elevated unemployment, changing prices, inflation, other unfavorable global and regional economic conditions, demographic trends in the U.S., global supply chain disruptions and constraints, geopolitical events and tensions, wars, and military conflicts, including the conflict in the Middle East, and our responses thereto;
◦developments in international trade relations, including changes to trade and tariff policies and regulations, and alterations of the global trade environment;
◦expected or potential actions of third parties, including possible changes to laws, rules, and regulations;
◦the potential impact of severe weather events or other weather conditions;
◦the manner, timing, and duration of the share repurchase program and source of funds for share repurchases;
◦the amount and timing of future dividends; and
◦the statements regarding the impacts of recent accounting pronouncements.
•The statements regarding the future reclassification of net gains from AOCI.

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When used in this Form 10-K, the words “anticipate,” “expect,” “intend,” “will,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this Form 10-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and markets in which we compete, our forward-looking statements contained in this Form 10-K are also subject to the risk, uncertainty, and possible variance from our current expectations regarding:

•potential declines in the consumption of products we sell and our dependence on sales of our beer brands;
•our President and Chief Executive Officer transition;
•impacts of our acquisition, divestiture, investment, and NPD strategies and activities;
•dependence upon our trademarks and proprietary rights, including the failure to protect our intellectual property rights;
•potential damage to our reputation;
•competition in our industry and for talent;
•economic and other uncertainties associated with our international operations, including tariffs;
•supply of quality water, agricultural and other raw materials, certain raw and packaging materials purchased under supply contracts, supply chain disruptions and other factors, and limited groups of certain suppliers;
•reliance on complex information systems and third‐party global networks as well as risks associated with cybersecurity and AI;
•dependence on limited facilities for production of our beer brands and impacts from our Brewery Projects;
•operational disruptions or catastrophic loss to our breweries, wineries, other facilities, or distribution systems;
•severe weather, natural and man-made disasters, climate change, environmental sustainability and CSR-related regulatory compliance and failure to meet environmental sustainability and CSR commitments and aspirations;
•the success of our cost savings, restructuring, and efficiency initiatives;
•reliance on wholesale distributors, major retailers, and government agencies;
•food safety and quality, including contamination and product degradation from diseases, pests, weather, and other conditions;
•communicable infection or disease outbreaks, pandemics, or other widespread public health crises impacting our consumers, Customers, employees, and/or suppliers;
•effects of employee labor activities that could increase our costs;
•our indebtedness and credit ratings, interest rate fluctuations, and credit market disruptions or volatility;
•our international operations, worldwide and regional economic trends and financial market conditions, geopolitical uncertainty, including as a result of the conflict in the Middle East, or other governmental rules and regulations;
•class action or other litigation we face or may face, including relating to alleged securities law violations, abuse or misuse of our products, product liability, marketing or sales practices, or other matters;
•potential impairments of our intangible assets, such as goodwill and trademarks;
•changes to tax laws, fluctuations in our effective tax rate, accounting for tax positions, resolution of tax disputes, changes to accounting standards, elections, assertions, or policies, and the potential impact of a global minimum tax rate;
•uncertainties related to future cash dividends and share repurchases, which may affect the price of our common stock;
•ownership of our Class A Stock by the Sands Family Stockholders and their Board of Director nomination rights; and
•the choice-of-forum provision in our Amended and Restated By-laws regarding certain stockholder litigation.

For additional information about risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by our forward-looking statements contained in this Form 10-K are those described in Item 1A. and elsewhere in this Form 10-K and in our other filings with the SEC.

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DEFINED TERMS

Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. We use terms in this Form 10-K and in our Notes that are specific to us or are abbreviations that may not be commonly known or used.
TERM MEANING
$ U.S. dollars
10b5-1 Trading Plan
a pre-arranged trading plan for our open market purchases of Class A Stock, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act
2021 Authorization authorization to repurchase up to $2.0 billion of our publicly traded common stock, approved by our Board of Directors in January 2021 and fully utilized during Fiscal 2025
2023 Authorization authorization to repurchase up to $2.0 billion of our publicly traded common stock, approved by our Board of Directors in November 2023, replaced by the 2025 Authorization
2025 Authorization authorization to repurchase up to $4.0 billion of our publicly traded common stock, approved by our Board of Directors in April 2025
2025 Credit Agreement eleventh amended and restated credit agreement, dated as of April 28, 2025, that provides for a $2.25 billion aggregate revolving credit facility
2025 Restatement Agreement
 restatement agreement, dated as of April 28, 2025, that amended and restated our tenth amended and restated credit agreement, dated as of April 14, 2022, which was our then-existing senior credit facility
2025 Restructuring Initiative an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization, with the majority of the work executed within Fiscal 2026 and net annualized cost savings expected to be fully realized by Fiscal 2028
2025 Term Credit Agreement
term loan credit agreement, dated as of May 9, 2025, that provided for a $500.0 million unsecured delayed draw term loan facility, now terminated
2025 Wine Divestitures
sale and, in certain instances, exclusive license to use the trademarks of a portion of our wine and spirits business, primarily centered around our then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities on June 2, 2025
3-tier
U.S. distribution channel where products are sold to a distributor (wholesaler) who then sells to a retailer; the retailer sells the products to a consumer; however, in control states, the state government performs the role of wholesaler and retailer
3-tier eCommerce digital commerce experience for consumers to purchase beverage alcohol from retailers
4.40% October 2018 Senior Notes
$500.0 million principal amount of 4.40% senior notes issued in October 2018, now repaid in full
4.75% December 2015 Senior Notes
$400.0 million principal amount of 4.75% senior notes issued in December 2015, now fully redeemed
4.80% May 2025 Senior Notes $500.0 million aggregate principal amount of senior notes issued in May 2025
4.95% October 2025 Senior Notes
$500.0 million aggregate principal amount of senior notes issued in October 2025
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TERM MEANING
5.00% February 2023 Senior Notes
$500.0 million principal amount of 5.00% senior notes issued in February 2023, now fully redeemed
5% Threshold
a number of shares of Class A Stock equal to 9,239,463.1, as may be adjusted by any stock dividend, stock distribution, stock split, stock combination or similar transaction
ABA alternative beverage alcohol
ABV
alcohol by volume
Administrative Agent
Bank of America, N.A., as administrative agent for the senior credit facility and the 2025 Term Credit Agreement
AI artificial intelligence
Amended and Restated By-Laws our amended and restated by-laws
Amended and Restated Charter our amended and restated certificate of incorporation
AOCI accumulated other comprehensive income (loss)
Brewery Projects
modular capacity addition activities at the Nava Brewery, Obregón Brewery, and Veracruz Brewery
California the state of California (U.S.) unless otherwise specified
Canopy
Canopy Growth Corporation, an Ontario, Canada-based public company in which we have an investment
Canopy Equity Method Investment an investment in Canopy common shares, no longer applicable following conversion of Canopy common shares into Exchangeable Shares in April 2024
CB International
CB International Finance S.à r.l., a wholly-owned subsidiary of ours
CIO Chief Information Officer
CircanaTM
Industry market research publication used by consumer packaged goods companies
CISO Chief Information Security Officer
Class 1 Stock our Class 1 Convertible Common Stock, par value $0.01 per share
Class A Stock our Class A Common Stock, par value $0.01 per share
CMP crisis management plan
CODM chief operating decision maker, our President and Chief Executive Officer
Comparable Adjustments certain items affecting comparability that have been excluded because management uses this information in monitoring and evaluating the results and underlying business trends of the core operations of the Company and/or in internal goal setting
Conversion Time
 such time as the domestic sale of marijuana could not reasonably be expected to violate the Controlled Substances Act, the Civil Asset Forfeiture Reform Act (as it relates to violation of the Controlled Substances Act), and all related applicable anti-money laundering laws
CPG consumer packaged goods
Craft Beer Divestitures the Four Corners Divestiture and the Funky Buddha Divestiture, collectively
CSR corporate social responsibility
Customers
wholesale distributors, retailers (generally outside of 3-tier), state alcohol beverage control agencies which sell to consumers, and DTC purchasers
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TERM MEANING
Depletions represent U.S. distributor shipments of our respective branded products to retail customers, based on third-party data
DGCL General Corporation Law of the State of Delaware
DTC direct-to-consumer inclusive of (i) a digital commerce experience for consumers to purchase directly from brand websites with inventory coming straight from the supplier and (ii) consumer purchases at hospitality locations (tasting rooms and tap rooms) from the supplier
EHS environmental, health, and safety
Employee Stock Purchase Plan the Company’s 1989 Employee Stock Purchase Plan, under which 9,000,000 shares of Class A Stock may be issued
ERM enterprise risk management
ESG environmental, social, and governance
Exchangeable Shares class of non-voting and non-participating exchangeable shares in Canopy which are convertible into common shares of Canopy on a one-for-one basis
Exchange Act Securities Exchange Act of 1934, as amended
FASB Financial Accounting Standards Board
Financial Statements
our consolidated financial statements and notes thereto included herein
Fiscal 2024
the Company’s fiscal year ended February 29, 2024
Fiscal 2025
the Company’s fiscal year ended February 28, 2025
Fiscal 2026
the Company’s fiscal year ended February 28, 2026
Fiscal 2027
the Company’s fiscal year ending February 28, 2027
Fiscal 2028 the Company’s fiscal year ending February 29, 2028
Fiscal 2029 the Company’s fiscal year ending February 28, 2029
Fiscal 2030 the Company’s fiscal year ending February 28, 2030
Fiscal 2031
the Company’s fiscal year ending February 28, 2031
Form 10-K
this Annual Report on Form 10-K for Fiscal 2026 unless otherwise specified
Four Corners Divestiture sale of the Four Corners craft beer business
Funky Buddha Divestiture sale of the Funky Buddha craft beer business
GHG greenhouse gas
GILTI global intangible low-taxed income
Glass Plant glass production plant in Nava operated through an equally-owned joint venture with Owens-Illinois
IEEPA
International Emergency Economic Powers Act
Illinois
the state of Illinois (U.S.) unless otherwise specified
IRA Inflation Reduction Act of 2022
IRP IT incident response plan
IT information technology
Long-Term Stock Incentive Plan a stockholder-approved omnibus incentive plan that provides the ability to grant various types of equity and cash awards to eligible plan participants
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TERM MEANING
mainstream
wine that sells less than $11.00 per bottle at retail and sparkling wine and all other wine that sells less than $13.00 per bottle at retail, as defined by Circana™
MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II — Item 7. of this Form 10-K
Mexicali Brewery
canceled brewery construction project located in Mexicali, Baja California, Mexico; sold the remaining assets classified as held for sale in July 2024
M&T Manufacturers and Traders Trust Company
NA not applicable
Nava Nava, Coahuila, Mexico
Nava Brewery our brewery located in Nava
Net sales gross sales less promotions, returns and allowances, and excise taxes
New York
the state of New York (U.S.) unless otherwise specified
NM not meaningful
Non-GAAP financial measures not calculated in accordance with U.S. GAAP, for example, comparable operating income (loss)
Note(s)
notes to the consolidated financial statements under Item 8. of this Form 10-K
NPD new product development
OB3 Act
One Big Beautiful Bill Act, signed into U.S. law on July 4, 2025
Obregón
Obregón, Sonora, Mexico
Obregón Brewery
our brewery located in Obregón
OCI other comprehensive income (loss)
OECD Organization for Economic Cooperation and Development
Owens-Illinois O-I Glass, Inc., the ultimate parent of the company with which we have an equally-owned joint venture to operate the Glass Plant
Pre-issuance hedge contracts treasury lock and/or swap lock contracts designated as cash flow hedges entered into to hedge treasury rate volatility on future debt issuances
premium
wine that sells between $11.00 to $24.99 per bottle at retail and sparkling wine that sells between $13.00 to $34.99 per bottle at retail, as defined by Circana™
Proxy Statement
Proxy Statement for Fiscal 2026 to be filed in connection with the 2026 Annual Meeting of Stockholders of our Company
Purple-team Tests testing involving collaboration between offensive and defensive cybersecurity teams
Reclassification the reclassification, exchange, and conversion of the Company’s common stock to eliminate the Class B Convertible Common Stock, par value $0.01 per share, pursuant to the terms and conditions of the Reclassification Agreement
Reclassification Agreement reclassification agreement in support of the Reclassification, dated June 30, 2022, among the Company and the Sands Family Stockholders
retailers
on- and off-premise locations that sell products to consumers
Sands Family Stockholders
Richard Sands, Robert Sands, other members of the Sands family, and certain of their related entities
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TERM MEANING
SEC Securities and Exchange Commission
Section 232
tariffs imposed under Section 232 of the Trade Expansion Act of 1962, notably on aluminum and aluminum derivative product imports
Securities Act Securities Act of 1933, as amended
SOFR secured overnight financing rate administered by the Federal Reserve Bank of New York
SVEDKA Divestiture sale of the SVEDKA brand and related assets, primarily including inventory and equipment on January 6, 2025
U.S. United States of America
U.S. GAAP generally accepted accounting principles in the U.S.
Veracruz Heroica Veracruz, Veracruz, Mexico
Veracruz Brewery our new brewery being constructed in Veracruz
WildStar
WildStar Partners LLC, an entity associated with the Sands family
Wine and Spirits Divestitures
the 2025 Wine Divestitures and the SVEDKA Divestiture, collectively
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PART I ITEM 1. BUSINESS
PART I
ITEM 1. BUSINESS

INTRODUCTION

We are an international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy with powerful, consumer-connected, high-quality brands like Modelo Especial, Corona Extra, Pacifico, Victoria, Kim Crawford, Ruffino, The Prisoner Wine Company, Robert Mondavi Winery, Mi CAMPO, and High West. In the U.S., we are one of the top dollar share gainers among beverage alcohol suppliers. We are also the second-largest beer company and have the #1 beer brand, Modelo Especial, in dollar sales in the U.S. We continued to strengthen our leadership position in the U.S. beer market as the #1 dollar share gainer in the overall U.S. beer market, and the #2 dollar share gainer in the high-end. Within wine and spirits, we have implemented a multi-year strategy that repositioned this business to a portfolio of exclusively higher-end brands that we believe is positioned for long-term growth, aligned to our focus on consumer-led premiumization trends, and we continue to progressively expand our supply channels through DTC and international markets. The strength of our brands makes us a supplier of choice to many of our consumers and our Customers, which include wholesale distributors and retailers. We conduct our business through entities we wholly own as well as through a variety of joint ventures and other entities.

Our mission is to build brands that people love because we believe elevating human connections is Worth Reaching For. It is worth our dedication, hard work, and calculated risks to anticipate market trends and deliver more for our consumers, stockholders, employees, and industry.

Headquartered in Rochester, New York, we are a Delaware corporation incorporated in 1972, as the successor to a business founded in 1945.

STRATEGY

Our overall strategic vision is to consistently deliver industry-leading total stockholder returns over the long-term through a focus on these key pillars:

•continue to build strong brands that people love with advantaged routes to market;
•build a culture that is consumer-obsessed and leverages robust innovation capabilities to stay on the forefront of consumer trends;
•deploy capital in line with disciplined and balanced priorities;
•empower the whole enterprise to achieve best-in-class operational efficiency; and
•deliver on impactful ESG initiatives that we believe are not only good business, but also good for the world.

We will continue to strive for success by ensuring consumer-led decision making drives all aspects of our business; building a strong talent pipeline with best-in-class people development; investing in infrastructure that supports and enables our business, including data systems and architecture; and exemplifying intentional and proactive fiscal management. We place focus on positioning our portfolio on higher-margin, higher-growth categories of the beverage alcohol industry to align with our strategy to address consumer-led premiumization, product, and purchasing trends, which we anticipate will continue to drive stronger growth rates relative to the industry. To continue capitalizing on consumer-led premiumization trends, become more competitive, and aim to grow our business, we have employed a strategy dedicated to organic growth and supplemented by targeted investments and acquisitions. Our ongoing digital acceleration initiatives are aimed at driving results by enhancing our technology capabilities in key areas. Additionally, we believe our continued focus on maintaining a strong balance sheet provides a solid financial foundation to support our broader strategic initiatives. As a result of this strategy, we have realized impacts on each segment of our business.

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In our beer business, we focus on upholding our leadership position in the U.S. beer market, including as a leader in the high-end segment, and continuing to seek to grow our high-end imported beer brands through maintenance of leading margins, enhancements to our results of operations and operating cash flow, and exploring new avenues for growth. In Fiscal 2027, we intend to continue to increase distribution for key brands, optimize growth through differentiated brand positioning, price pack architecture, and market prioritization as well as invest in the next phase of modular capacity additions necessary to support our anticipated future growth. We remain focused on consumer-led innovation by creating new line extensions behind celebrated, trusted brands and package formats, as well as new to world brands, that are intended to meet emerging needs.

In our wine and spirits business, we have repositioned the portfolio to exclusively higher-end brands that we believe are better positioned for long-term growth. With this portfolio and our continued focus on operational efficiencies, we remain committed to improving margins and driving growth. We intend to expand our brands across U.S. wholesale, international markets, and DTC channels (including hospitality) to maximize our total addressable market opportunity by leveraging our global, omni-channel capabilities.

For further information on our strategy, including factors that could impact our future results of operations and/or financial condition, see “Overview” within MD&A.

DIVESTITURES, ACQUISITIONS, AND INVESTMENTS

In connection with executing our strategy as outlined above, during Fiscal 2026 we completed the following transaction:
Date Description
Wine and Spirits segment
wineandspirits.jpg
2025 Wine Divestitures
June
2025
Sold and, in certain instances, exclusively licensed the trademarks of a portion of our wine and spirits business, primarily centered around our then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices; supported our focus on consumer-led premiumization trends and meeting the evolving needs of consumers.
For further information about our significant Fiscal 2026, Fiscal 2025, and Fiscal 2024 transactions, refer to (i) “Overview” within MD&A and (ii) Note 2.

BUSINESS SEGMENTS

We report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and Other. The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting.

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We report net sales in two reportable segments, as follows:
For the Years Ended
February 28,
2026		 February 28,
2025
(in millions)
Beer $ 8,315.2 $ 8,539.8
Wine and Spirits:
Wine 700.4 1,450.1
Spirits 123.4 218.8
Total Wine and Spirits 823.8 1,668.9
Consolidated net sales
 $ 9,139.0 $ 10,208.7
6188
6190
beer lineup.jpg
Beer segment
We are the #1 brewer and seller of imported beer in the U.S. market. We are also a leader in the high-end segment of the U.S. beer market, which includes the imported and ABA categories. We have the exclusive right to import, market, and sell our beer brands in all 50 states of the U.S., which include the following:
Modelo Brand Family Corona Brand Family
Modelo Especial
Modelo Noche Especial
 Corona Extra Corona Non-Alcoholic
Modelo Chelada Modelo Oro Corona Familiar Corona Premier
Modelo Negra Modelo Spiked Aguas Frescas Corona Light Corona Sunbrew
Pacifico Brand
Victoria Brand Family
Pacifico Victoria
Vicky Chamoy

We also market and sell other alcoholic and non-alcoholic brands, such as Austin Cocktails and HOPWTR.

Notable achievements in the U.S. include the following: (i) we had 6 of the top 15 share gaining brands across the total beer category, (ii) Modelo Especial was the best-selling beer overall, (iii) Corona Extra was the second largest imported beer and fifth best-selling beer overall, and (iv) Pacifico and Victoria were the top two fastest growing major imported beer brands.

During Fiscal 2026, we spent more than $700 million on modular capacity addition activities which continue at our breweries to support expected future business needs. In Fiscal 2027, we expect to spend approximately $800 million
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for capital expenditures almost entirely focused on these activities. We believe these investments allow us the opportunity to further expand our leadership position in the high-end segment of the U.S. beer market. For further information about our Brewery Projects, refer to (i) “Production” below, (ii) MD&A, and (iii) Note 6.

We are also building on the success of our leading import brand families through our innovation strategy. In Fiscal 2026 we continued to build on our successful innovation platform with the launch of new products and pack sizes aligned with our focus on consumer-led premiumization, betterment, and flavor trends including: (i) the national launch of Corona Sunbrew, (ii) two additional pack sizes of Corona Non-Alcoholic, (iii) the national launch of Modelo Chelada Limón y Sal non-alcoholic, and (iv) Modelo Noche Especial, a seasonal amber lager and our first limited time offering. Following the successful launch, we are planning another limited time offering of Modelo Noche Especial during the fall season of Fiscal 2027. Additionally, in Fiscal 2027, we launched Modelo Chelada Suprema, an 8% ABV, single-serve featuring mangonada and tropical flavors.

wine and spirits lineup.jpg
Wine and Spirits segment
We are a higher-end wine and spirits company in the U.S. market, with a portfolio that we believe is positioned for long-term growth. Our wine portfolio is supported by grapes purchased from independent growers, primarily in the U.S. and New Zealand, and vineyard holdings in the U.S., New Zealand, and Italy. Our wine and spirits are primarily marketed in the U.S. and also sold in Australia, Canada, Italy, New Zealand, and other major world markets.

In the U.S., we had 5 of the 100 top-selling higher-end wine brands, with Kim Crawford achieving the 8th spot. Some of our well-known wine and spirits brands and portfolio of brands include:
Wine Brands
 Wine Portfolio of Brands Spirits Brands
Kim Crawford
Ruffino
My Favorite Neighbor
Casa Noble
 Mi CAMPO
Mount Veeder
Sea Smoke
 Schrader Cellars
High West
 Nelson’s Green Brier
Robert Mondavi Winery
 The Prisoner Wine Company

In Fiscal 2026, the broader wine category continued to experience deceleration. We have been implementing actions intended to address these challenges, including portfolio repositioning, operational efficiency initiatives, and tactical measures designed to support improved business performance. While the timing and impact of these efforts remains subject to various risks and uncertainties, we believe these actions can better position our wine and spirits business for potential longer-term improvements in net sales and operational performance.

Corporate Operations and Other segment
The Corporate Operations and Other segment includes traditional corporate-related items including costs of corporate communications, corporate development, corporate finance, corporate strategy, executive management, human resources, internal audit, investor relations, IT, legal, and public affairs, as well as our investments such as those made through our corporate venture capital function.

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For further information regarding net sales and operating income (loss) of our business segments and geographic areas, refer to (i) MD&A and (ii) Note 23.

MARKETING AND DISTRIBUTION

To focus on their respective product categories, build brand equity, and increase sales, we employ full-time, in-house marketing, sales, and customer service functions for our (i) Beer and (ii) Wine and Spirits segments. These functions engage in a range of marketing activities and strategies, including market research, consumer and trade advertising, price promotions, point-of-sale materials, event sponsorship, on-premise activations, and public relations.

When we advertise our products to consumers, we use a combination of methods to forecast the number of advertising impressions made on individuals at or above the legal drinking age. Through our media placement agencies, we leverage recognized audience measurement services such as Nielsen and ComScore to measure audience composition data on a regular and frequent basis. This data helps us to ensure that our advertising placements are purchased in media outlets and audience buying platforms (i.e., programmatic digital buys) that are primarily targeted toward legal drinking age consumers and, when appropriate, specifically targeted to audiences that are age-verified as of the legal drinking age. Our Global Code of Responsible Practices for Beverage Alcohol Advertising and Marketing provides the fundamental framework for responsible brand advertising and marketing that helps ensure our messages are directed at legal drinking age consumers.

We are a corporate member of Responsibility.org, a national not-for-profit that aims to empower adults to make a lifetime of responsible alcohol choices. As part of our efforts to promote responsible beverage alcohol consumption, our brand websites redirect a visitor who self-identifies as being under the legal drinking age to Responsibility.org for information on prevention of underage drinking, ending drunk driving, and drinking responsibly.

In the U.S., our products are primarily distributed by wholesale distributors, and we generally use separate distribution networks for (i) our beer portfolio and (ii) our wine and spirits portfolio. In addition, in states where the government acts as the distributor, we distribute our products through state alcohol beverage control agencies, which set the retail prices of our products. As is the case with all other beverage alcohol companies, products sold through these agencies are subject to obtaining and maintaining listings to sell our products in that agency’s state. State governments can also affect prices paid by consumers for our products through the imposition of taxes.

TRADEMARKS AND DISTRIBUTION AGREEMENTS

Trademarks are an important aspect of our business. We sell products under a number of trademarks, which we own or use under license. We also have various licenses and distribution agreements for the sale, or the production and sale, of our products and products of others. These licenses and distribution agreements have varying terms and durations.

Within the Beer segment, we have an exclusive sub-license to use trademarks related to our beer brands in the U.S. This sub-license agreement is perpetual.

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COMPETITION

The beverage alcohol industry is highly competitive. We compete on the basis of quality, price, brand recognition and reputation, and distribution strength. Our products compete with other alcoholic and non-alcoholic beverages for consumer purchases, as well as shelf space in retail stores, restaurant presence, and wholesaler attention. We compete with numerous multinational producers and distributors of beverage alcohol products, some of which have greater resources than we do. Our principal competitors include:
Beer Anheuser-Busch InBev, The Boston Beer Company, Heineken, Mark Anthony, Molson Coors
Wine
Deutsch Family Wine & Spirits, Duckhorn Portfolio, GALLO, Treasury Wine Estates, The Wine Group, Wagner Family of Wine
Spirits
Bacardi USA, Brown-Forman, Diageo, GALLO, Heaven Hill, Pernod Ricard, Proximo, Sazerac Company, Suntory Global Spirits

PRODUCTION

We currently operate two breweries located in Nava and Obregón, with a third brewery under construction in Veracruz. Ongoing modular capacity additions at our breweries ensure we can meet current demand and are well-positioned to accommodate the anticipated future growth of our high-end beer brands. For further information on these modular capacity additions, refer to (i) MD&A and (ii) Note 6.

In the U.S., we currently operate nine wineries using many varieties of grapes grown principally in the Napa, Sonoma, and Central Coast regions of California as well as the Willamette Valley region of Oregon. We also operate two wineries in New Zealand and six wineries in Italy. Grapes are normally harvested and crushed in August through November in the U.S. and Italy, and in February through May in New Zealand and stored as wine until packaged for sale under our brand names or sold in bulk. The inventories of wine are usually at their highest levels during and after the crush of each year’s grape harvest and are reduced as sold throughout the year. We currently operate three distilleries in the U.S. for the production of our spirits. Certain of our wines and spirits must be aged for multiple years. Therefore, our inventories of wines and spirits may be larger in relation to sales and total assets than in many other businesses.

RESOURCES AND AVAILABILITY OF PRODUCTION MATERIALS

The principal components in the production of our beer brands include water; agricultural products, such as yeast and grains; and packaging materials, which include glass, aluminum, and cardboard.

For our beer brands, packaging materials are the largest cost component of production, with glass bottles representing the largest cost component of our packaging materials. We aim to reduce operational waste and enhance our use of returnable, recyclable, or renewable packaging.
For Fiscal 2026, the package format mix of our beer volume sold in the U.S. was as follows:
15654

As part of our long-term beer glass sourcing strategy, we are a partner in an equally-owned joint venture with Owens-Illinois, one of the leading manufacturers of glass containers in the world. The joint venture owns a state-of-the-art Glass Plant adjacent to our Nava Brewery. The Glass Plant supplies approximately 60% of the total annual glass bottle supply for our beer brands. We also have long-term glass supply agreements with other glass producers.

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The breweries each receive water originating from separate and distinct aquifers. We believe we have adequate access to water to support these breweries’ ongoing requirements, as well as future requirements after the completion of planned modular capacity addition activities at our breweries. These breweries employ comprehensive water management practices that focus on water efficiency and wastewater treatment operations to reuse water consumed as part of the production process.

The principal components in the production of our wine and spirits products are agricultural products, such as grapes and grain, and packaging materials, primarily glass.

Most of our annual grape requirements are satisfied by grower purchases from each year’s harvest. During Fiscal 2026, we received grapes from approximately 120 independent growers located in the U.S. and 25 independent growers located in New Zealand and Italy. We enter into purchase agreements with a majority of these growers with pricing that generally varies year-to-year and is largely based on then-current market prices.

As of February 28, 2026, we owned or leased approximately 10,000 acres of land and vineyards, either fully bearing or under development, in New Zealand, the U.S., and Italy. This acreage supplied a large portion of the grapes used for the production of our wines.

All of our owned and leased vineyards in California routinely adhere to documented water management plans as required by Sustainable Grape Growing Certifications including the California Sustainable Winegrowing Alliance and Fish Friendly Farming. We use the guidance of these plans to identify the designated beneficial use of the water body based on grape growing goals set before the growing season that account for soil types, slopes, irrigation water availability and quality, and energy efficiency.

We believe that we have adequate sources of grape supplies to meet our sales expectations. However, when demand for certain wine products exceeds expectations, we look to source the extra requirements from the bulk wine markets around the world.

The distilled spirits manufactured and imported by us require various agricultural products, neutral grain spirits, and bulk spirits, which we fulfill through purchases from various sources by contractual arrangement and through purchases on the open market. We believe that adequate supplies of the aforementioned products are available at the present time.

We utilize glass and polyethylene terephthalate bottles and other materials such as caps, corks, capsules, labels, and cardboard cartons in the bottling and packaging of our wine and spirits products. After grape purchases, glass bottles are the largest component of our cost of product sold, comprising nearly all of our package format mix of our wine and spirits portfolio volume sold for Fiscal 2026. In the U.S., the glass bottle industry is highly concentrated with only a small number of producers. We have traditionally obtained, and continue to obtain, our glass requirements from a limited number of producers under long-term supply arrangements. Currently, one producer supplies most of our glass container requirements for our U.S. operations. We have been able to satisfy our requirements with respect to the foregoing and consider our sources of supply to be adequate at this time.

GOVERNMENT REGULATIONS

We are subject to a range of laws and regulations in the countries in which we operate. Where we produce products, we are subject to environmental laws and regulations and may be required to obtain environmental and alcohol beverage permits and licenses to operate our facilities. Where we market and sell products, we may be subject to laws and regulations on brand registration, packaging, labeling, and recycling, distribution methods and relationships, pricing and price changes, sales promotions, advertising, and public relations. The countries in which we operate impose duties, excise taxes, and other taxes on beverage alcohol products, and on certain raw materials used to produce our beverage alcohol products, in varying amounts. We are also subject to other laws and regulations relating
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to, among other matters, changes in officers or directors, ownership, or control; safety; employment; discrimination; privacy and data protection; cybersecurity; anti-bribery and anti-corruption; and competition.

We believe we are in compliance in all material respects with all applicable governmental laws and regulations in the countries in which we operate. We also believe that the cost of administration and compliance with, and liability under, such laws and regulations does not have, and is not expected to have, a material adverse impact on our financial condition, results of operations, and/or cash flows.

SEASONALITY

The beverage alcohol industry is subject to seasonality in each major category. As a result, in response to Customer demand which precedes consumer purchases, our beer sales have historically been highest during the first and second quarters of our fiscal year, which correspond to the Spring and Summer periods in the U.S. Our wine and spirits sales have generally been highest during the third quarter of our fiscal year, primarily due to seasonal holiday buying.

ENVIRONMENTAL SUSTAINABILITY AND CSR

We believe our environmental sustainability and CSR strategies and aspirations enable us to better create and protect value for our business in support of our longer-term business strategy, reflect our Company values, and help address needs that are important to our stockholders, communities, consumers, and employees. We focus on: (i) serving as good stewards of our environment, (ii) investing in our communities, and (iii) promoting responsible beverage alcohol consumption.

As part of our brewery expansion efforts and commitment to making a positive impact on the communities where we operate, we plan to continue working with local authorities and community-based organizations on sustainability initiatives that benefit local residents. Critical local projects are identified through community collaboration and input and guidance from third-party water restoration organizations. This is in addition to other benefits we provide, including local job creation and fueling economic development.

To enhance our use of sustainable packaging, we have activated multiple projects designed to optimize material consumption, decrease packaging weights, and enable reductions in consumer waste.

HUMAN CAPITAL RESOURCES

As of February 28, 2026, we had approximately 9,400 employees, including approximately 1,100 employees through our equally-owned joint venture with Owens-Illinois. The number of employees may change throughout the year, such as when we employ additional workers during the grape crushing seasons.
Employee geographic data is as follows:
22990
Approximately 20% of the employees are covered by collective bargaining agreements. Collective bargaining agreements expiring within one year are minimal. We consider our employee relations generally to be good.

Workforce inclusive culture
To achieve our mission of building brands that people love, we believe it is essential to cultivate a workforce that reflects the consumers and communities we serve. We also believe that building an inclusive culture where all employees can come together and develop strong relationships rooted in mutual understanding, respect, and trust is
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important to developing a high-performing team, winning with an evolving consumer base, and achieving our strategic ambitions.

Compensation and benefits
We strive to provide pay, benefits, and services that meet the needs of our employees. The main components of compensation are: (i) base pay, (ii) long-term incentives dependent on a number of factors such as geographic location, market prevalence, and level which can include restricted stock units, stock options, and performance share units, (iii) short-term incentives, and (iv) recognition awards. Base and incentive compensation is reviewed on an annual basis, seeking to ensure it is competitive in the market and giving employees opportunities to earn more for exceeding expectations. Our total rewards program also offers valuable benefits, tools, and resources designed to help employees stay healthy and well, while achieving security, growth, satisfaction, and success.

Professional development
Building strong talent pipelines, delivering best-in-class people development, and championing professional advancement are key components of our human capital strategy which is designed to position our business for long-term growth. We are committed to offering programs, resources, and experiences that empower employees to grow their careers. The University of Constellation Brands, our learning and development center, allows employees to find opportunities to grow, develop, gain new skills and insights, explore, and expand interests through regularly updated curricula. In Fiscal 2026, we spent over $15 million in development and training costs.

Succession planning
We have a comprehensive succession planning process, led by our human resources team and overseen by the Human Resources Committee of our Board of Directors. In addition to the Human Resources Committee’s enhanced focus on executive, senior leader, and high-potential employee succession, our full Board of Directors is also involved in Chief Executive Officer succession planning as well as succession and people development for the broader employee population. As part of the succession planning process, we review and discuss potential successors to key roles and examine backgrounds, capabilities, and appropriate developmental opportunities.

Employee engagement
We assess employee engagement through global engagement and targeted pulse surveys, which provide feedback on a variety of topics, such as belonging, teamwork, recognition, enablement, and well-being. During Fiscal 2026, we conducted a company-wide global culture and engagement survey where we had a response rate of 87% and a favorable engagement measurement of 83% across our surveyed population.

Safety
We are committed to ensuring the safety of our employees. Our global EHS policy describes our dedication to providing a safe and healthy working environment and developing and maintaining a culture where all employees take responsibility for their own safety as well as the safety of others while minimizing our impact on the environment in the communities where we live and work. With a focus on continuous improvement, we are developing more robust EHS management systems, strengthening employee awareness and training, and ensuring senior leadership engagement on safety. Work-related injuries resulting from the production of our beer, wine, and spirits products are well below industry average.

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Our recordable incident rate as compared to the industry average is as follows:
27339
The recordable incident rate is defined as total number of worldwide CBI work-related injuries (cases beyond first aid) per 100 full-time employees. The industry average is calculated by taking the weighted average of the most recent (2024) U.S. Bureau of Labor Statistics data for wineries, breweries, and distilleries based on our portfolio mix in February 2026, February 2025, and February 2024 for the years ended February 28, 2026, February 28, 2025, and February 29, 2024, respectively.

Empowering our employees to give back
Giving back to our communities is a value instilled by our founder, Marvin Sands, and remains core to our Company’s DNA. We empower our employees to engage in the communities where they live and work in a variety of ways, including volunteering time and through a charitable matching program available to all U.S. employees.
We match donations ranging from a maximum of $5,000 to $50,000 per year, depending on employee level, to organizations recognized as, or equivalent to, Internal Revenue Service 501(c)(3) public charities.
$8.4 million
Fiscal 2026 corporate charitable contributions, including Company match of employee donations

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Executive officers of the Company are generally chosen or elected to their positions annually and hold office until the earlier of their removal or resignation or until their successors are chosen and qualified. Information with respect to our executive officers as of April 22, 2026, is as follows:

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Nicholas I. Fink
Age 51
President and Chief Executive Officer
Mr. Fink has served as President and Chief Executive Officer of the Company since April 2026 and as a director since January 2021. Prior to his current role he served as Chief Executive Officer of Fortune Brands from January 2020 to March 2026; as President and Chief Operating Officer of Fortune Brands from March 2019 to January 2020; as President of Fortune Brands’ Water Innovations group from July 2016 to March 2019; and as Senior Vice President of Global Growth and Development of Fortune Brands from June 2015 to July 2016. Prior to that, he served in a number of senior leadership roles at Beam Suntory, Inc. (now known as Suntory Global Spirits), a global spirits company, including as President, Asia Pacific and South America and Senior Vice President, Chief Strategy Officer.
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James O. Bourdeau
Age 61
Executive Vice President and Strategic Advisor
Mr. Bourdeau is Executive Vice President and Strategic Advisor of the Company, having served in the role since March 2026. Prior to that he served as the Company’s Chief Legal Officer and Secretary from December 2017 and April 2017, respectively, until February 2026, and as Senior Vice President and General Counsel, Corporate Development from September 2014 until December 2017. Before joining the Company, Mr. Bourdeau was an attorney with the law firm of Nixon Peabody LLP from July 2000 through September 2014, and a partner from February 2005 through September 2014. Mr. Bourdeau was associated with another law firm from 1995 to 2000.
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Paula K. Erickson
Age 57
Executive Vice President and Chief Human Resources Officer
Ms. Erickson is the Executive Vice President and Chief Human Resources Officer of the Company, having served in the role since April 2025. Before joining the Company, Ms. Erickson served as Senior Vice President, Chief People, Culture, and Communications Officer with Beam Suntory Inc. (now known as Suntory Global Spirits) from January 2023 until April 2024; as Senior Vice President, Chief Human Resources Officer from November 2014 until December 2022; and as Vice President, Global Communications and Public Relations from 2008 until November 2014. Prior to that, she worked for Ace Hardware Corporation from 1991 to 2008 in various leadership positions across advertising, brand development, communications, and public relations.
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Samuel Glaetzer
Age 51
Executive Vice President and President, Wine and Spirits Division
Mr. Glaetzer is the Executive Vice President and President, Wine and Spirits Division of the Company, having served in the role since March 2024. Prior to that he served as the Company’s Senior Vice President, Global Operations and International Sales for the Wine and Spirits Division from March 2021 until March 2024; Senior Vice President, Global Operations, Wine and Spirits from September 2018 until March 2021; Senior Vice President, Production, Wine and Spirits from May 2016 until September 2018; and President and Managing Director, New Zealand and Australia from March 2014 until May 2016. Before joining the Company, Mr. Glaetzer served in roles of increasing responsibility with Treasury Wine Estates and its predecessors from 1996 until 2014.
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Garth Hankinson
Age 58
Executive Vice President and Chief Financial Officer
Mr. Hankinson is the Executive Vice President and Chief Financial Officer of the Company, having served in the role since January 2020. Prior to that he served as the Company’s Senior Vice President, Corporate Development from February 2016 until January 2020; Vice President, Corporate Development from October 2009 until February 2016; Vice President, Business Development for Constellation’s prior Canadian business from October 2007 until October 2009; and Director of Corporate Development from March 2004 until October 2007.
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Jeffrey H. LaBarge
Age 53
Executive Vice President, Chief Legal Officer, and Secretary
Mr. LaBarge is the Executive Vice President, Chief Legal Officer, and Secretary of the Company, having served in the role since March 2026. Prior to that he served as the Company’s Senior Vice President, Senior Legal Counsel from February 2025 to February 2026; Senior Vice President, General Counsel, Beer Division from January 2019 to February 2025; Senior Vice President, General Counsel, Wine & Spirits Division from December 2017 to January 2019; and Vice President, Deputy General Counsel from July 2016 to December 2017. Before joining the Company, Mr. LaBarge was an attorney and partner with the law firm of Nixon Peabody LLP from 2006 to 2016.
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Michael McGrew
Age 52
Executive Vice President, Chief Communications, CSR, and Inclusion Officer
Mr. McGrew is the Executive Vice President, Chief Communications, CSR, and Inclusion Officer of the Company. He has been an Executive Vice President of the Company since April 2020 when he was promoted to Executive Vice President, Chief Communications and CSR Officer. Mr. McGrew also served as Chief Strategy Officer from December 2023 to October 2024 in addition to his other roles. He joined Constellation in September 2014 as Senior Director, Communications – Beer Division and held a number of progressive leadership roles within the Company prior to becoming an Executive Vice President. Before joining the Company, he held a number of roles with increasing responsibility at Grainger, then a $9 billion global provider of industrial supplies and equipment. While at Grainger, from 2011 to 2013 Mr. McGrew served as Director, U.S. Business Communications; from January 2013 to October 2013 he served as Senior Director, U.S. Business & Global Supply Chain Communications; and from October 2013 to September 2014 he served as Senior Director, Communications – Americas, among other roles.
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Mallika Monteiro
Age 47
Executive Vice President, Managing Director, Beer Brands
Ms. Monteiro is the Executive Vice President, Managing Director, Beer Brands of the Company, having served in the role since October 2024. She also served as Interim Chief Growth and Strategy Officer of the Company from March 2025 until June 2025. Prior to that she served as the Company’s Executive Vice President, Chief Growth and Digital Officer and Managing Director, Beer Brands from December 2023 to October 2024; Executive Vice President, Chief Growth, Strategy, and Digital Officer from March 2021 to November 2023; Executive Vice President, Chief Growth and Strategy Officer from October 2019 to February 2021; and Senior Vice President, Chief Growth Officer from October 2018 to September 2019. She joined Constellation in October 2016 as Vice President, Beer Innovation and was given additional responsibilities as Chief of Staff to the Company’s Executive Management Committee in July 2018. Before joining the Company, from July 2014 to September 2016, Ms. Monteiro was a Senior Marketing Director at Anheuser Busch InBev. Prior to joining Anheuser Busch InBev, she served in roles of increasing responsibility with Beam Suntory Inc., including as Associate Brand Manager – Jim Beam from July 2007 to June 2009, Brand Manager – Cognac from July 2009 to December 2011, and Senior Brand Manager – Vodka from January 2012 to June 2014.
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James A. Sabia, Jr.
Age 64
Executive Vice President and President, Beer Division
Mr. Sabia is the Executive Vice President and President, Beer Division of the Company, having served in the roles since January 2022 and February 2022, respectively. Prior to that he served as Executive Vice President, Managing Director, Beer Division from March 2021 until January 2022; Executive Vice President, Chief Marketing Officer from May 2018 until March 2021; Chief Marketing Officer of the Company’s Beer Division from 2009 until May 2018; and Vice President, Marketing of the Company’s spirits business from 2007 until 2009. Before joining the Company, Mr. Sabia was with Molson Coors Brewing Company for 17 years.

COMPANY INFORMATION

Our website is https://www.cbrands.com, and our investor relations website is https://ir.cbrands.com. Our filings with the SEC, including our Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are accessible free of charge on our investor relations website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website, https://www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers, such as ourselves, that file electronically with the SEC.

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Our Chief Executive Officer and Senior Financial Executive Code of Ethics specifically applies to our chief executive officer, our principal financial officer, and our controller, and is available on our investor relations website. This Chief Executive Officer and Senior Financial Executive Code of Ethics meets the requirements as set forth in the Exchange Act, Item 406 of Regulation S-K. Our Code of Business Conduct and Ethics applies to all employees, directors, and officers, including each person who is subject to the Chief Executive Officer and Senior Financial Executive Code of Ethics. The Code of Business Conduct and Ethics, together with our Global Code of Responsible Practices for Beverage Alcohol Advertising and Marketing, is available on our website under “Our Policies.” Copies of these materials are available in print to any stockholder who requests them. Stockholders should direct such requests in writing to Investor Relations Department, Constellation Brands, Inc., 50 East Broad Street, Rochester, New York 14614, or by telephoning our Investor Center at 1-888-922-2150.

Our Board of Directors Corporate Governance Guidelines and the Charters of the Board’s Audit Committee, Human Resources Committee (which serves as the Board’s compensation committee), and Corporate Governance, Nominating, and Responsibility Committee are accessible on our investor relations website. Amendments to, and waivers granted to our directors and executive officers under, our codes of ethics, if any, will be posted in this area of our investor relations website.

The information regarding our websites and their content is for your convenience only. The references to and content of our websites is not deemed to be incorporated by reference in this Form 10-K or filed with the SEC.
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ITEM 1A. RISK FACTORS

In addition to information discussed elsewhere in this Form 10-K, you should carefully consider the following factors, as well as additional factors not presently known to us or that we currently deem to be immaterial, which reflect our beliefs and opinions as to factors that could materially and adversely affect our business, liquidity, financial condition, and/or results of operations in future periods, which may negatively impact the value of our securities. These factors, some of which have occurred and/or are occurring, and any of which could occur in the future, are not the only ones we face. References to past events are provided as examples only and are not intended to be a complete listing or representation as to whether such factors have occurred in the past or their likelihood of occurring in the future. The following factors are organized under relevant headings; however, they may be relevant to other headings as well.

STRATEGIC RISKS

Potential declines in the consumption of products we sell; dependence on sales of our beer brands
Our business depends upon consumers’ consumption of our products, and sales of our beer brands in the U.S. represent the vast majority of our business. Consumer preferences, behaviors, perception, and sentiment may shift due to a variety of factors, including changes in taste preferences and leisure, dining, and beverage purchasing and consumption patterns, U.S. demographic trends, changing market dynamics, including consumer-led premiumization, moderation, and betterment trends, pricing, perceived value, branding, marketing, and reputational considerations, geopolitical events and tensions, trends involving environmental sustainability and CSR matters, and other negative trends impacting our products, business, and the entire beverage alcohol industry, such as elevated product supply or inventory levels. Further, a limited or general decline in consumption in one or more of our product categories has occurred before and could occur again in the future due to a variety of factors, including:

•reduced consumer discretionary income, subdued overall consumer spending, and value-seeking behavior among consumers as well as elevated unemployment;
•new or increased tariffs, import and excise duties, or other taxes on or impacting beverage alcohol products, including raw and packaging materials;
•uncertainty, instability, or a general decline in economic or geopolitical conditions;
•impacts from inflation, including reduced consumer spending and increased costs, such as for commodities;
•consumer spending shifts, including to other consumer discretionary sectors, such as online gambling;
•concern about the health consequences of consuming beverage alcohol products, including moderation and betterment trends and the impacts of alcohol-related health warning recommendations, such as cancer risk warnings, and about drinking and driving or other safety considerations;
•reduced consumption of beverage alcohol products, including as a result of consumers participating in fewer social occasions, stricter laws, such as those relating to consumption or driving while under the influence of alcohol, or consumer dietary preference changes, weight loss regimens and pharmaceuticals, including GLP-1 drugs, or consumers substituting legalized cannabis or hemp-derived or other similar products in lieu of beverage alcohol;
•activity from governmental entities, anti-alcohol groups, or other bodies, such as the World Health Organization, advocating measures or guidelines designed to reduce or eliminate the consumption of beverage alcohol products or require more stringent labeling or warning requirements;
•restrictions on beverage alcohol advertising and marketing;
•increased regulation restricting the purchase or consumption of beverage alcohol products;
•changes in immigration laws, regulations, policies, and enforcement impacting consumers, particularly Hispanic consumers;
•the ability of our wine and spirits business to achieve long-term growth, including through portfolio repositioning, operational efficiency initiatives, and expansion of brands by leveraging global, omni-channel capabilities as well as ongoing wine and spirits category headwinds; or
•wars or military conflicts, including the conflict in the Middle East, disease outbreaks or pandemics, quarantines, severe weather events, and natural or man-made disasters, including wildfires, droughts, floods, extreme heat, and/or late frosts.
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If these or any other factors cause or continue to cause a decline in the growth rate, amount, or profitability of sales of our products, particularly our beer brands in the U.S., or any material shift in consumer preferences, behaviors, perception, and sentiment in our major markets away from our products, and our beer brands in particular, or from the categories in which they compete, or if our financial or operational forecasts turn out to be inaccurate, it could adversely affect our business, liquidity, financial condition, and/or results of operations.

President and Chief Executive Officer transition
Nicholas Fink became our President and Chief Executive Officer on April 13, 2026. Our future performance will depend, in part, on the successful transition of Mr. Fink as our new President and Chief Executive Officer. Leadership transitions and the onboarding process can be inherently difficult to manage, will take time, and could result in changes in our business strategy, operations, processes, and workforce. If we do not successfully manage this transition, it may cause disruption to our business and be viewed negatively by various stakeholders, including our consumers, Customers, stockholders, employees, and/or suppliers. Our future performance will also continue to depend on the services and contributions of our other senior management and key employees to execute on our strategy and business plans and to identify and pursue new opportunities and product innovations. The loss of services of senior management or other key employees and the onboarding and transition of new senior leaders and key employees could significantly delay or prevent the achievement of our strategic objectives. Each of these risks could adversely affect our business, liquidity, financial condition, and/or results of operations.

Acquisition, divestiture, investment, and NPD strategies and activities
From time to time, we acquire businesses, assets, or securities of companies that we believe will provide a strategic fit with our business. We integrate acquired businesses with our existing operations; our overall internal control over financial reporting processes; and our financial, operations, and information systems. If the financial performance of our business, as supplemented by the assets and businesses acquired, does not meet our expectations, it may make it more difficult for us to service our debt obligations and our results of operations may fail to meet market expectations or otherwise be adversely affected. We may not effectively assimilate the business or product offerings of acquired companies into our business or within the anticipated costs or timeframes, retain key Customers and suppliers or key employees of acquired businesses, or successfully implement our business plan for the combined business. In addition, our final determinations and appraisals of the estimated fair value of assets acquired and liabilities assumed in our acquisitions may vary materially from earlier estimates and we may fail to fully realize anticipated cost savings, growth opportunities, or other potential synergies. The fair value of acquired businesses or investments may not remain constant.

We also divest businesses, assets, or securities of companies from time to time, including those that we believe no longer provide a strategic fit with our business, such as the 2025 Wine Divestitures. We have provided and, in the future, may provide various indemnifications in connection with divestitures of businesses or assets. Divestitures of portions of our business have also resulted and may continue to result in costs stranded in our remaining business. Delays in developing or implementing plans to address such costs could delay or prevent the accomplishment of our financial objectives, and we may be unsuccessful in partially or fully mitigating such costs. The failure to complete any planned divestitures may also result in negative business and financial results. The amount of contingent consideration, if any, received in divestitures may also vary based on various factors, including actual future brand performance.

We have acquired or retained ownership interests in companies which we do not control, such as our joint venture to operate the Glass Plant, our interest in Canopy, and investments made through our corporate venture capital function; and we have acquired control of companies which we did not wholly own. We have also acquired full ownership of companies that we partially owned, such as our acquisitions of the remaining ownership interests in Austin Cocktails, My Favorite Neighbor, and Nelson’s Green Brier. These types of transactions could occur again in the future. Our joint venture partners or the other parties that hold or may hold the remaining ownership interests in companies which we do not control may at any time have economic, business, or legal interests or goals that are inconsistent with our goals or the goals of the joint ventures or those companies. Our joint venture arrangements and the arrangements through which we acquired or hold our other equity or membership interests often require us to, among other matters,
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pay certain costs, make capital investments, fulfill alone our joint venture partners’ obligations, or purchase other parties’ interests. The entities in which we have an interest have been and may continue to be subject to litigation which may have an adverse impact on their ability to do business or under which they may incur costs and expenses which could have a material adverse impact on their operations or financial condition which, in turn, could negatively impact the value of our investment.

In addition, our continued success depends, in part, on our ability to develop and market new products. The launch and ongoing success of new products are inherently uncertain, especially with respect to consumer appeal and our ability to deliver optimized marketing in an evolving and dynamic media landscape, including through existing and emerging digital technologies, such as AI and data analytics. A new product launch gives rise to a variety of costs which impact profitability. An unsuccessful launch can, among other things, affect consumer perception of existing brands and our reputation. Unsuccessful implementation or short-lived popularity of our product innovations has resulted and may in the future result in inventory write-offs and other costs.

We may not complete acquisitions, divestitures, or investments on our expected terms, conditions, and timetables, and we may not realize the expected benefits of acquisitions, divestitures, investments, or NPD. We have recognized significant impairment losses and/or write-offs in connection with acquired and divested businesses and investments, such as our recent Wine and Spirits and Canopy-related impairments, and we may do so again in the future. Furthermore, our acquisitions, investments, or joint ventures may not be profitable, our forecasts regarding these activities may not be accurate, or the internal control over financial reporting of entities which we must consolidate as a result of our investment activities but do not control or wholly own may not be as robust as our internal control over financial reporting. Our failure to adequately manage the risks associated with acquisitions, divestitures, investments, or NPD, or the failure of an entity in which we have an equity or membership interest, could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Dependence upon trademarks and proprietary rights; failure to protect our intellectual property rights
Our future success depends significantly on our ability to protect our current and future brands and products and to defend our intellectual property rights. We have been granted numerous trademark registrations and use certain trademarks under license covering our brands and products, and we have filed, and expect to continue to file or have filed on our behalf, trademark applications seeking to protect newly developed brands and products. Trademark registrations may not be issued with respect to any such trademark applications. We could also fail to timely renew or protect a trademark, and others could challenge, invalidate, or circumvent any existing or future trademarks issued to, or licensed by, us. We have been and may continue to be subject to litigation related to our trademarks and intellectual property rights. Litigation is inherently unpredictable and subject to substantial uncertainties and unfavorable developments and resolutions could occur. In addition, the amount of time and cost to defend ourselves could be substantial. A substantial adverse judgment or other unfavorable resolution of these matters or our failure to otherwise protect our intellectual property rights as well as the costs associated with such activities could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Damage to our reputation
The success of our brands depends upon consumer perception, including having a positive image of those brands, and maintaining a good reputation is critical to selling our branded products. Our reputation could also be impacted negatively by public perception, adverse publicity (whether or not valid), negative comments or campaigns in social media or other public forums, or our responses relating to, among other things:

•a perceived or actual failure to maintain high ethical standards and responsible operating practices to achieve our business goals;
•a perceived or actual failure to address concerns relating to the quality, safety, integrity, or health aspects of our products, including from accidental or deliberate contamination or tampering;
•actions we may take to enhance or safeguard our reputation and uphold our core values, including changes or activities related to our workforce, operations, sales, advertising, marketing, and NPD;
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•allegations that we, or persons currently or formerly employed by or associated with us, have allegedly or actually violated applicable laws or regulations, including those related to safety, employment, discrimination, harassment, whistleblowing, privacy and data protection, corporate citizenship, improper business practices, or cybersecurity, or have otherwise engaged in negatively perceived activities;
•marketing or advertising, such as in social media, that results in our products having an unintended association with or appearance near contentious content;
•investors, activists, influencers, or other stakeholders seeking to influence our business, strategies, operations, and products;
•geopolitical events and tensions and associated negative impacts on our products and business;
•our environmental impact, including the use of agricultural and other raw materials, water, and energy, packaging, and waste management;
•perceptions and demands toward, and publicity surrounding or our performance related to, our environmental sustainability and CSR strategies, initiatives, and aspirations, including impacts of advocacy, protests, boycotts, and similar activities, and associated reporting regulations, standards, frameworks, and ratings;
•our investment in and association with a cannabis business; or
•efforts that are perceived as insufficient to promote the responsible use of alcohol or cannabis.

Various stakeholders have expressed widely divergent views on environmental sustainability, social, human capital, and governance-related matters, among others, and we are faced with conflicting expectations and regulations regarding such matters which has inhibited and may continue to inhibit our ability to achieve a consistently positive perception across our entire stakeholder base. Failure to comply with applicable laws and regulations, maintain an effective system of internal controls, provide accurate and timely financial information, or protect our information systems against service interruptions, theft, or misappropriation of data, or breaches of security, could also hurt our reputation. Damage to our reputation or loss of consumer confidence in our products for any of these or other reasons could result in decreased demand for our products and could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations, as well as require additional resources to rebuild our reputation, competitive position, and brand equity and renew investor confidence.

Competition
We operate in a highly competitive and constantly evolving industry, and our sales and/or profitability have been and could continue to be negatively affected by numerous factors, including:

•our inability to maintain or increase prices or develop successful new products and the impact of price reductions on certain products;
•increases in our advertising or marketing expenditures to maintain our competitive position;
•our inability to adopt or effectively deploy existing, new, and/or emerging technologies, including AI;
•new or emerging entrants in our market or categories, including from the convergence of beverage categories or from the participation and expansion of large, non-alcoholic beverage companies, some of which have greater resources than we do, into the beverage alcohol space;
•the consolidation of distributors, wholesalers, retailers, suppliers, and other beverage companies;
•the decision of existing or potential Customers or consumers to purchase competitors’ products instead of ours, including due to competitive pricing pressures;
•pricing, purchasing, financing, operating, advertising, or promotional and shelf space decisions made by existing or potential Customers as well as in DTC channels which may affect supply of or consumer demand for our products;
•a general decline in beverage alcohol consumption or changes in consumer preferences away from our products, including due to consumer dietary preference changes, weight loss regimens, pharmaceuticals, or consumers substituting legalized cannabis or hemp-derived or similar products in lieu of beverage alcohol; or
•consumer spending shifts, including to other consumer discretionary sectors, such as online gambling.

Our continued success also depends on our ability to attract and retain a high-quality workforce that reflects the consumers and communities we serve in a competitive environment for talent and to implement our human capital
Constellation Brands, Inc. FY 2026 Form 10-K
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strategy, priorities, and initiatives. We could experience higher expenses to deliver on our human capital strategy, priorities, and initiatives, such as for investment in our personnel, including due to employee turnover, wage inflation, and/or other current or emerging employment trends, particularly in the U.S., to defend ourselves in investigations or against existing or new litigation, or for other reasons. We may be unable to increase our prices to pass along any increased costs we incur to our Customers.

OPERATIONAL RISKS

Economic and other uncertainties associated with our international operations, including tariffs
We have production facilities in the U.S., Mexico, New Zealand, and Italy and employees in various countries, and our products are sold in numerous countries. The countries in which we operate impose duties, excise taxes, and/or other taxes on beverage alcohol products, and/or on certain raw materials used to produce our beverage alcohol products in varying amounts. Governmental bodies may propose changes to international trade agreements, treaties, tariffs, taxes, and other government rules and regulations, including environmental treaties and regulations. Developments in international trade relations have produced heightened uncertainty with respect to trade and tariff policies and regulations affecting trade between the U.S. and other countries, which could continue to impact the global trade environment and tariff rates applicable to goods we or our suppliers import and export. These developments include:

•significant additional changes in U.S. trade policy and actions which include threatened, new, and increased tariffs imposed by the U.S. government on other countries, such as tariffs on aluminum and aluminum derivative product imports and other product imports from certain countries, including Mexico, Italy and the rest of the European Union, and New Zealand, and the ongoing review of the U.S.-Mexico-Canada Agreement;
•retaliatory or other tariffs and actions imposed on certain U.S. goods, including restrictions on beverage alcohol sales from U.S. producers imposed by some Canadian provinces; and
•subsequent modifications and delays to or invalidation of various tariffs and associated refund procedures, litigation, and developments, including impacts from the U.S. Supreme Court decision invalidating the use of IEEPA to authorize certain tariffs.

Significant new or increased tariffs, import and excise duties, or other taxes on or impacting beverage alcohol products, including raw and packaging materials, particularly on imports from Mexico, Italy, and New Zealand, and any additional retaliatory tariffs and actions imposed by those governments on product imports from the U.S., could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations. Meanwhile, escalating geopolitical events, tensions, and trade disputes, have resulted and may continue to result in additional sanctions, tariffs, import-export restrictions, boycotts, or trade wars. These activities, when combined with any retaliatory actions that have or may be taken by other countries, have impacted and could continue to pose risk to our business as well as the global economy, such as by shifting consumer behaviors, inhibiting sales, increasing costs, causing further economic and supply chain disruptions (including impacts on prices and supply of certain commodities, such as aluminum and aluminum derivatives, corn, crude oil, natural gas, and steel) and inflationary pressures, and reducing economic activity. The extent and duration of tariffs and the resulting impacts, including on general economic conditions and the aforementioned risks, stock, credit, and capital market volatility, and our business are uncertain and depend on various factors, many of which are out of our control.

In addition, governmental agencies extensively regulate the beverage alcohol products industry concerning such matters as licensing, warehousing, trade and pricing practices, permitted and required labeling, advertising, and relations with wholesalers and retailers. Certain regulations also require warning labels and signage. We may be subject to new or revised regulations, increased licensing fees, requirements, or taxes, regulatory enforcement actions, or longer review periods for applicable regulatory approvals. Additionally, various jurisdictions may seek to adopt significant additional product labeling or warning requirements, limitations, or guidelines on the marketing or sale of our products because of what our products contain or allegations that our products cause adverse health effects. If these types of requirements become applicable to one or more of our major products under current or future laws or regulations, they may inhibit sales of such products or increase our costs. These uncertainties and
Constellation Brands, Inc. FY 2026 Form 10-K
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changes, as well as the decisions, policies, and economic strength of our suppliers and distributors, could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Supply of quality water, agricultural, and other raw materials, certain raw and packaging materials purchased under supply contracts; supply chain disruptions and other factors; limited group of certain suppliers
The quality and quantity of water available for use is important to the supply of our agricultural raw materials and our ability to operate our business. Water is a limited resource in many parts of the world. If climate patterns change and droughts continue or become more severe or other restrictions on currently available water resources are imposed, there may be a scarcity of water or poor water quality which may affect our and our suppliers’ operations, increase production costs, or impose capacity constraints. We are dependent on sufficient amounts of quality water for operation of our breweries, wineries, and distilleries, as well as to irrigate our vineyards and conduct our other operations. The suppliers of the agricultural raw materials we purchase are also dependent upon sufficient supplies of quality water for their vineyards and fields. In addition, water purification and waste treatment infrastructure limitations could increase costs or constrain operations at our production facilities and vineyards. A substantial reduction in water supplies could result in material losses of crops, such as corn, barley, hops, or grapes as well as grape vines which could lead to a shortage of our product supply.

We have brewery operations in Mexico, wine operations in the U.S. (primarily in California), New Zealand, and Italy, and distillery operations in the U.S. California has endured and may continue to experience prolonged drought conditions which have resulted in the imposition of certain restrictions on water usage that could recur. Certain areas of California have also experienced wildfires and flooding in recent years. If these conditions or restrictions persist and/or increase in severity, it could have an adverse effect upon those operations. The water supplies for our breweries, which originate from separate and distinct aquifers, are subject to disruption which could impact our ability to produce our products. Mexico recently reformed certain laws related to water rights, which altered the country’s regulatory framework governing water resources. Among the changes were a prohibition on the transfer of water concessions between private parties, elimination of the private secondary market for concessions, and new sanctions for water-related violations. The sources of water, methods of water delivery, water quality, or water needs to support our ongoing requirements may change materially in the future. We may incur additional expenses for improving water delivery, quality, and efficiency; securing sufficient water sources and supplies; and compliance with legal requirements.

Our breweries, the Glass Plant, our wineries, and our distilleries use a large volume of agricultural and other raw materials to produce our products. These include corn starch and sugars, malt, hops, fruits, yeast, and water for our breweries; soda ash and silica sand for the Glass Plant; grapes and water for our wineries; and grain and water for our distilleries. Our breweries, wineries, and distilleries all use large amounts of various packaging materials, including glass, aluminum, cardboard, and other paper products. Our production facilities also use electricity, natural gas, and diesel fuel in addition to renewable energy sources in their operations. Certain raw materials and packaging materials are purchased under contracts of varying maturities. The supply, on-time availability, and cost of raw, packaging, and other materials, energy, and other commodities have been and may continue to be affected by many factors beyond our control, including economic factors, legal and regulatory requirements, including tariffs and extended producer responsibility and post-consumer recycled content obligations, supply chain disruptions, inflationary pressures, market demand, geopolitical events and tensions, wars, military conflicts, including the conflict in the Middle East, weather events or natural or man-made disasters, including droughts, storms, and wildfires, plant diseases, and theft.

Our breweries, wineries, and distilleries are also dependent upon an adequate supply of glass bottles. Glass bottle costs are one of our largest components of cost of product sold. The Glass Plant produces a majority of the total annual glass bottle supply for our beer brands, and we have a small number of other suppliers of glass bottles for our beer brands. At times, we have experienced glass bottle purchasing shortages, which could occur again in the future. Meanwhile, we have two aluminum can suppliers that provide all of our total annual requirements for our beer brands, with one of those suppliers providing a majority of our aluminum can requirements. In the U.S., glass bottles have only a small number of producers, and one producer supplies a majority of our glass container requirements for our U.S. wine and spirits operations.
Constellation Brands, Inc. FY 2026 Form 10-K
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To the extent any of the foregoing factors impact our business or operations, including by increasing the costs of our products and we are unable or choose not to pass along such rising costs to consumers through increased selling prices; leading to a shortage of our product supply or inventory levels; or requiring unplanned diversions of funds, resources, and talent to address such factors, we could experience a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Reliance upon complex information systems and third-party global networks; cybersecurity; AI
We depend on IT to enable us to operate efficiently and interface with Customers, suppliers, and consumers, maintain financial accuracy and efficiency, and effect accurate and timely governmental reporting, among other activities. If we do not allocate and effectively manage the resources to build and sustain appropriate technology infrastructure, including our global enterprise resource planning system and our unified finance platform, we could be subject to transaction or data integrity errors, processing inefficiencies, increased costs, loss of Customers, business disruptions, loss of or damage to intellectual property or proprietary information, including through a security breach, penalties associated with the failure to timely file governmental reports, and/or other difficulties. Many groups on a worldwide basis have experienced increases in electronic security breaches, cyberattacks, and other hacking activities such as phishing attacks, denial of service, malware, ransomware, and cyber extortion, and there is the possibility of retaliatory cyberattacks, including by state-sponsored organizations. As with all large IT systems, we have been a target of cyberattackers and other hacking activities and our systems could be penetrated by increasingly sophisticated external or internal threat actors (including through the use of existing and emerging technologies, such as AI) intent on extracting confidential or proprietary information, corrupting our information, disrupting our business processes, engaging in the unauthorized use of strategic information about us or our employees, Customers, or consumers, or demanding monetary payment. Such unauthorized access could disrupt our operations and result in various costs and adverse consequences, including the loss of assets, decreased sales, litigation, regulatory actions, remediation costs, increased cybersecurity protection costs, damage to our reputation, harm to our employees, or the failure by us to retain or attract Customers or consumers following such an event.

We have outsourced various functions to third-party service providers, including cloud-based technology providers, and may outsource other functions in the future. We rely on such third-parties to provide services on a timely and effective basis, but we do not ultimately control their performance. In addition, our Customers, suppliers, joint venture partners, and other external business partners utilize their own IT systems that are subject to similar risks to us as described above. Their failure to perform as expected or as required by contract, or additional cyberattacks on them that disrupts their systems, could result in significant disruptions and costs to our operations or, in the case of third-party service providers, a penetration of our systems.

The swift pace of technological change has led to a nonuniform and complex set of cybersecurity and data privacy laws, regulations, and standards. Meanwhile, the recent proliferation and rapid evolution of AI technologies, including generative AI, machine learning, and agentic AI, has resulted in new challenges, including business, legal and regulatory, and ethical considerations and uncertainty. For example, the use of AI technologies without adequate safeguards could produce flawed or inaccurate recommendations, suggestions, or outcomes or other unintended results or potential vulnerabilities or expose us to liability or adverse legal or regulatory consequences. AI technologies may also intensify the risk of threat actors using such technologies to enhance their capabilities. Our employees and third-party service providers may not follow the governance framework addressing the use of AI technologies we implemented, including if such providers incorporate AI technologies into their products or systems without disclosing this use to us. We expect that our continued success will depend, in part, on our and our third-party service providers’ ability to continue to effectively leverage existing and emerging technologies, such as AI and data analytics, to gain relevant insights and enhance our business. These circumstances may create risks in our ability to address existing or rapidly developing regulatory or industry standards related to AI technologies and data privacy and to successfully and responsibly utilize AI technologies.

To the extent any of the foregoing factors result in significant disruptions and costs to our operations, fail to produce the anticipated benefits, compromise confidential or sensitive information, imperil our intellectual property, result in harm to our reputation and the public perception of the effectiveness of our IT systems and cybersecurity measures,
Constellation Brands, Inc. FY 2026 Form 10-K
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result in litigation or regulatory actions, and/or reduce the effectiveness of our internal control over financial reporting, it could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Dependence on limited facilities for production of our beer brands; impacts from Brewery Projects
We are dependent on our breweries to fulfill our beer brands’ production requirements. Modular capacity addition activities continue at our breweries, with initial production at the Veracruz Brewery expected to commence around the middle of Fiscal 2027. These activities are subject to risks of completion delays, cost overruns, and asset impairments, such as the prior asset impairments at the canceled Mexicali Brewery and, more recently, at the Obregón Brewery. We may not achieve the intended financial and operational benefits of these investments, including if we develop excess capacity that outpaces demand for our beer brands.

The Brewery Projects and similar wine and spirits projects are subject to various regulatory and developmental risks, including our ability to obtain timely certificate authorizations, necessary approvals and permits from regulatory agencies on terms that are acceptable to us or at all; potential changes in federal, state, and local laws and regulations, including environmental requirements, that prevent a project from proceeding or increase the anticipated cost of the project; our inability to acquire rights-of-way or land or water rights on a timely basis on terms that are acceptable to us; or our inability to acquire the necessary energy supplies, including electricity, natural gas, and diesel fuel. Any of these or other unanticipated events could halt or delay the Brewery Projects.

We may not be able to satisfy our product supply requirements for our beer brands in the event of a significant disruption at or the partial or total destruction of our breweries or the Glass Plant; difficulty shipping and/or warehousing raw materials and product into, within, and/or out of the U.S. or Mexico, including in the event of rail or other freight shipping disruptions with our major providers in each country; or a temporary inability to produce our product due to closure or lower production levels of one or more of our breweries. A prolonged closure or restriction of the border between the U.S. and Mexico, particularly at key product and supply crossing points, could result in temporary or longer-term disruptions of sales, consumption, and trade patterns, supply chains, production processes, and/or operations. Also, if the contemplated modular capacity additions at our breweries are abandoned or not otherwise completed by their targeted completion dates, we may not be able to produce sufficient quantities of our beer to satisfy our needs in the future. Under such circumstances, we may be unable to obtain our beer at a reasonable price from another source, if at all. A significant disruption at our breweries, or the Glass Plant, even on a short-term basis, could impair our ability to produce and ship products to market on a timely basis. Alternative facilities with sufficient capacity or capabilities may not readily be available, may cost substantially more, or may take a significant time to start production, any of which could have a material adverse effect on our product supply, business, liquidity, financial condition, and/or results of operations.

Operational disruptions or catastrophic loss to breweries, wineries, other facilities, or distribution systems
All of our beer products are produced at our breweries. Many of the workers at these breweries are covered by collective bargaining agreements. The Glass Plant produces a majority of the total annual glass bottle supply for our beer brands. Several of our vineyards and production and distribution facilities, including certain California and Oregon wineries, are in areas prone to seismic activity. Additionally, we have various vineyards and wineries in California and Oregon which have experienced wildfires, landslides, and/or severe winter storms.

If any of these or other of our properties and production facilities, including third-party production facilities, were to experience a significant operational disruption or catastrophic loss, it could delay or disrupt production, shipments, and sales, and result in potentially significant expenses to repair or replace these properties or find suitable alternative providers. Also, our production facilities are asset intensive. As our operations are concentrated in a limited number of production and distribution facilities, we are more likely to experience a significant operational disruption or catastrophic loss in any one location from acts of war or terrorism, natural or man-made disasters, public health crises, labor strikes or other labor activities, cyberattacks and other attempts to penetrate our or our third-party service providers’ IT systems or the IT used by our non-production employees who work remotely, or unavailability of raw or packaging materials. We may be impacted by increases in global energy prices or reduced supply, particularly for crude oil and natural gas, including as a result of geopolitical events and tensions, wars, and military conflicts,
Constellation Brands, Inc. FY 2026 Form 10-K
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including the conflict in the Middle East. If a significant operational disruption or catastrophic loss were to occur, we could breach agreements, our reputation could be harmed, and our business, liquidity, financial condition, and/or results of operations could be adversely affected by, among other items, higher maintenance charges, unexpected capital spending, or product supply constraints.

Our insurance policies do not cover certain types of catastrophes and may not cover certain events such as pandemics. Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain insurance coverage, including for property damage and business interruption. If our insurance coverage is adversely affected, or to the extent we have elected to self-insure, there may be greater risk that we may experience an adverse impact to our business, liquidity, financial condition, and/or results of operations.

Severe weather and natural or man-made disasters; climate change; environmental sustainability and CSR-related regulatory compliance; failure to meet environmental sustainability and CSR commitments and aspirations
Our business depends upon agricultural activity and natural and human capital resources. There has been much public discussion related to concerns that GHGs may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Severe weather events and natural disasters, such as our experiences with wildfires, drought, and/or flooding in California and Oregon, severe winter storms in California, Texas, or Mexico, or late frosts or flooding in New Zealand, and climate change may negatively affect agricultural productivity in the regions from which we source our various agricultural raw materials or the energy powering our production facilities. Decreased availability of our raw materials may increase our cost of product sold. Severe weather events and natural or man-made disasters or changes in their frequency or intensity can also impact product quality; disrupt our supply chains, which may affect production operations, insurance cost and coverage, and delivery of our products to Customers and consumers; and negatively affect the ability of consumers to purchase our products.

The landscape related to environmental sustainability and CSR-related regulation, compliance, and reporting is constantly evolving, including changing in scope and complexity. For example, the European Commission and the SEC have promulgated rules that would require significantly increased disclosures related to climate change, although each body has taken subsequent actions to limit or abandon their rules. Meanwhile, various stakeholders, including governmental bodies, have increasingly expressed or pursued opposing views, sentiments, policies, legislation, and investment expectations with respect to environmental sustainability, social, human capital, and similar initiatives.

We may experience significant future increases in the costs associated with environmental sustainability and CSR-related matters, including fees, licenses, personnel, consultants, reporting, and the cost of capital improvements for our operating facilities to meet environmental regulatory requirements, to address other regulations, standards, frameworks, ratings, and activities from various governmental entities and other stakeholders, in our ongoing handling of investor, activist, or influencer activities and campaigns, and/or in the event of investigations or litigation related to such matters. We have disclosed various strategies, initiatives, and aspirations in these areas, including on water stewardship, GHG emissions, waste reduction, and circular packaging, such as reducing our water use efficiency ratio and certain GHG emissions at our breweries, and we may disclose new or updated strategies, initiatives, and aspirations in these areas in the future. The achievement of such commitments or aspirations along with our broader value chain engagement efforts have required and will continue to require us and in some cases third parties with which we do business, such as our suppliers, to make investments and allocate resources.

In addition, we may be party to various environmental remediation obligations arising in the normal course of our business or relating to historical activities of businesses we acquire. Due to regulatory complexities, governmental or contractual requirements, uncertainties inherent in litigation, and the risk of unidentified contaminants at our current and former properties, the potential exists for remediation, liability, indemnification, and other costs to differ materially from the costs that we have estimated. We may also incur costs associated with environmental compliance arising from events we cannot control, such as natural or man-made disasters. We may not allot sufficient resources to attain, may not ultimately achieve, may be unable to satisfy all stakeholders regarding, and/or may be subject to government enforcement actions, fines, proceedings, or litigation related to our commitments and aspirations, and
Constellation Brands, Inc. FY 2026 Form 10-K
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our costs in relation to any of the foregoing matters may exceed our projections, which could have a material adverse effect upon our business, liquidity, financial condition, and/or results of operations. Even if we achieve our environmental sustainability and CSR commitments and aspirations, we may not realize all of the benefits that we expected.

Success of cost savings, restructuring, and efficiency initiatives
We are seeking to continue to unlock cost savings through a wide range of initiatives and restructuring actions, including the 2025 Restructuring Initiative, and we may institute additional cost savings, restructuring, and efficiency measures in the future. These cost reduction and efficiency measures include, but are not limited to, enhancing our organizational efficiency and optimizing expenditures across our organization, such as future opportunities identified across supplier and sourcing optimization, innovation to reduce material and manufacturing costs, and productivity gains across logistics. We may not achieve the full anticipated amounts or efficiencies from our cost savings, restructuring, and efficiency initiatives. For example, actual charges, costs, and adjustments in connection with these activities may vary materially from our estimates, and events and circumstances, such as financial or strategic difficulties, delays, and unexpected developments, may occur. These activities may also cause potential disruptions to our business or divert management’s time and attention from other business priorities. If we are unable to realize all or a portion of the full anticipated cost savings or efficiencies, or if we do not realize such savings or efficiencies on our expected timetable, our ability to fund other initiatives and achieve our financial outlook may be adversely affected. The failure to implement our cost savings, restructuring, and efficiency initiatives in accordance with our expectations could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Reliance on wholesale distributors, major retailers, and government agencies
Local market structures and distribution channels vary worldwide. Within our primary market in the U.S., we offer a range of beverage alcohol products with generally separate distribution networks utilized for our beer portfolio and our wine and spirits portfolio. In the U.S., we sell our products principally to wholesalers for resale to retailers and directly to government agencies. We have an exclusive arrangement with one wholesaler that generates a large portion of our branded U.S. wine and spirits net sales, and we have one wholesaler for our beer portfolio which, through multiple entities, represents approximately one-quarter of our consolidated net sales. Customers of our products offer directly competing products that vie for retail shelf space, restaurant presence, wholesaler attention, promotional support, and consumer purchases, and our Customers may give higher priority to products of our competitors. Employees of wholesalers or retailers of our products have engaged and may in the future engage in labor strikes, other work stoppages, or other labor activities. Such activities or the replacement or poor performance of our major Customers could result in temporary or longer-term sales disruptions and could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Food safety and quality, including contamination and product degradation from diseases, pests, and weather and other conditions
Contamination, whether arising accidentally or through deliberate third-party action, or other events that harm the integrity or consumer support for our brands, could adversely affect sales. Various diseases, pests, fungi, viruses, drought, frosts, wildfires, and certain other weather conditions or the effects of climate conditions, such as smoke taint sustained during the 2020 U.S. West Coast wildfires or the late frost experienced in New Zealand in calendar 2021, could affect the quality and quantity of barley, hops, grapes, and other agricultural raw materials available and decrease the supply and quality of our products. Similarly, power disruptions, such as the outage at our Nava Brewery due to severe winter weather events in calendar 2021, could adversely impact our production processes and the quality of our products. We or our suppliers of agricultural raw materials may not succeed in preventing contamination in existing or future vineyards, fields, or production facilities. Future government restrictions regarding the use of certain materials used in growing grapes or other agricultural raw materials may increase vineyard costs and/or reduce production of grapes or other crops. It is also possible that a supplier may not provide materials or product components which meet our required standards or may falsify documentation associated with the fulfillment of those requirements.
Constellation Brands, Inc. FY 2026 Form 10-K
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Product contamination or tampering or the failure to maintain our standards for product quality, safety, and integrity, including with respect to raw materials, naturally occurring compounds, packaging materials, or product components obtained from suppliers, may also reduce demand for our products or cause production and delivery disruptions. Contaminants or other defects in raw materials, packaging materials, or product components purchased from third parties and used in the production of our beer, wine, or spirits products, or defects in the fermentation or distillation process could lead to low beverage quality as well as illness among, or injury to, consumers of our products and may result in reduced sales of the affected brand or all our brands.

If any of our products become unsafe or unfit for consumption, are misbranded, or cause injury, we may have to engage in additional product recalls and/or be subject to liability and incur additional costs. Widespread or multiple product recalls or a significant product liability judgment or regulatory action could cause our products to be unavailable for a period, which could reduce consumer demand and brand equity and result in reputational harm.

Outbreaks of communicable infections or diseases, pandemics, or other widespread public health crises impacting our consumers, Customers, employees, and/or suppliers
Communicable disease outbreaks, such as the COVID-19 pandemic, and other widespread public health crises have resulted and in the future could result in disruptions and damage to our business caused by potential negative consumer purchasing behavior and reduced consumption as well as disruption to our supply chains, production processes, and operations. This includes containment actions that restrict consumer purchasing occasions, including from the inability to leave home or otherwise shop in a normal manner, cancellations of public events, venue closures, or capacity restrictions, as well as reductions in consumer discretionary income due to reduced or limited work and layoffs. Supply disruption may result from restrictions on the ability of employees and others in the supply chain to travel and work, including from quarantines, individual illnesses, or border closures imposed by governments to deter the spread of communicable infections or diseases; determinations by us or our suppliers or distributors to temporarily suspend operations in affected areas; or other actions which restrict or otherwise negatively impact our ability to produce, package, and ship our products, our distributors’ ability to distribute our products, or our suppliers’ ability to provide us with raw, packaging, and other materials. Channels of entry may be closed or operate at reduced capacity, or transportation of product or materials within a region or country may be limited. Our operations and the operations of our suppliers may become less efficient or otherwise be negatively impacted if our or their executive management or other key operational personnel are unable to work or if a significant percentage of our workforce is unable to work at all or at their normal production facility. A future widespread health crisis could once again negatively affect the economies and financial markets of many countries resulting in a global economic downturn which could negatively impact demand for our products and our ability to borrow money. Any of these events could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Labor activities could increase our costs
If our employees were to engage in a labor strike, other work stoppage, or other labor activities, we could experience an operational disruption, incur higher ongoing labor costs, and/or suffer reputational harm, which could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

FINANCIAL AND ECONOMIC RISKS

Indebtedness, credit ratings, interest rate fluctuations, and credit market disruptions or volatility
We have incurred indebtedness to finance investments and acquisitions, refinance other indebtedness, fund beer operations capacity additions and other capital expenditures, pay cash dividends, repurchase shares of our common stock, and fund other general corporate purposes, including working capital. In the future, we may continue to incur indebtedness for any or all of these activities. We are exposed to risks associated with interest rate fluctuations, including for our variable interest rate debt, and disruption or volatility in the credit markets. The current interest rate environment is elevated relative to the interest rates on certain of our outstanding indebtedness that will be maturing over the next several years. If we experience reduced access to credit or higher future interest rates to refinance our maturing indebtedness, to incur additional indebtedness, or on our variable interest rate exposures, it could increase our overall interest expense and adversely affect our liquidity and capital resources. In addition, our business may not
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generate sufficient cash flow from operations to meet all our debt service requirements, return value to stockholders such as through payment of dividends or repurchases of shares of our common stock, achieve or maintain our target comparable net leverage ratio, and fund our general corporate and capital requirements. Interest rate fluctuations and credit market disruption or volatility may also impact our consumers, Customers, and/or suppliers which could, in turn, adversely effect our business, liquidity, financial condition, and/or results of operations.

Our current and future debt service obligations and covenants could have important consequences. These consequences include, or may include, the following:

•our ability to obtain financing for future working capital needs, investments, acquisitions, or other purposes may be limited;
•our funds available for operations, capacity additions, dividends or other distributions, or share repurchases may be reduced because we dedicate a significant portion of our cash flow from operations to the payment of principal and interest on our indebtedness;
•our ability to conduct our business could be limited by restrictive covenants; and
•our vulnerability to adverse economic conditions may be greater than less leveraged competitors and, thus, our ability to withstand competitive pressures may be limited.

Additionally, any failure to meet required payments on our debt, or failure to comply with any covenants in the instruments governing our debt, could result in an event of default under the terms of those instruments and a downgrade to our credit ratings. A downgrade to our credit ratings for any of these or other reasons would increase our borrowing costs and could affect our ability to issue commercial paper or negatively impact the terms under which we refinance our debt. Certain of our debt facilities also contain change of control provisions which, if triggered, may result in an acceleration of our obligation to repay the debt. In addition, certain of our debt and derivative financial instruments have, or in the future could have, interest rates that are tied to reference rates, such as SOFR. The volatility and availability of such reference rates, including establishment of alternative reference rates, is out of our control. Changes to or the unavailability of such rates or the manner for calculation of such reference rates could result in increases to the cost of our debt. In addition, our 2025 Credit Agreement (i) restricts repayment of the loans under the credit agreement with proceeds derived, directly or indirectly, from Canopy prior to the Conversion Time, (ii) restricts the use of proceeds from the loans under our credit agreement, directly or indirectly, for any investment in, transaction with, or to fund the activities of or business with Canopy prior to the Conversion Time, and (iii) provides that we will not convert any of our outstanding Exchangeable Shares for Canopy common shares or own any Canopy common shares until the Conversion Time.

If we do not comply with the obligations contained in our senior credit facility, our existing or future indentures, or other loan agreements, we could be in default under such debt facilities or agreements. In such an event, the holders of our debt could elect to declare as due and payable all amounts outstanding under those instruments. An event of default could also result in events of default under other debt facilities or agreements that contain cross-acceleration or cross-default provisions, which could permit counterparties thereunder to exercise remedies. If that occurred, we might not have available funds to satisfy our repayment obligations.

International operations, worldwide and regional economic trends and financial market conditions, geopolitical uncertainty, or other governmental rules and regulations
Risks associated with international operations which have occurred before and could occur again in the future, and any of which could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations, include:

•changes in political, economic, social, and labor conditions in U.S., Mexico, and international locales, including as a result of elections, potential government shutdowns, or other events;
•disruption from wars and military conflicts, including the conflict in the Middle East, terrorism, civil unrest, kidnapping, drug-related, workplace, or other types of violence, and other criminal and cartel activities;
•restrictions on foreign ownership and investments or on repatriation of cash earned outside the U.S.;
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PART I ITEM 1A. RISK FACTORS
•import and export requirements and border accessibility;
•protectionist trade policies, sanctions, tariffs, and foreign or domestic legal and regulatory requirements, including those that could result in adverse tax consequences;
•foreign currency exchange rate fluctuations, which may reduce the U.S. dollar value of net sales, earnings, and cash flows from non-U.S. markets or increase our supply chain costs, as measured in U.S. dollars, in those markets;
•a less developed and less certain legal and regulatory environment in some countries, which, among other things, can create uncertainty regarding contract enforcement, intellectual property rights, privacy obligations, real property rights, and liability issues; and
•inadequate levels of compliance with applicable domestic and foreign anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act.

Unfavorable global or regional economic conditions, including trade barriers, tariffs, trade wars, economic slowdown or recession, instability in the banking sector, and the disruption, volatility, and tightening of credit and capital markets, as well as unemployment, tax increases, governmental spending cuts, or continuing high levels of inflation, could affect consumer spending patterns and purchases of our products. These could also create or exacerbate credit issues, cash flow issues, and other financial hardships for us and our consumers, Customers, and suppliers. The inability of Customers and suppliers to access liquidity could impact our ability to produce and distribute our products.

We could also be affected by nationalization of our international operations, unstable governments, unfamiliar or biased legal systems, intergovernmental disputes, or animus against the U.S. or Mexico, including products produced in those or other countries where we produce our products. Any determination that our operations or activities did not comply with applicable U.S. or foreign laws or regulations could result in the imposition of fines and penalties, interruptions of business, terminations of necessary licenses and permits, and other legal and equitable sanctions.

Class action or other litigation, including relating to alleged securities law violations, abuse or misuse of our products, product liability, marketing or sales practices, or other matters
We have been and may continue to be subject to litigation, including the legal proceedings described under Item 3. of this Form 10-K. There has also been public attention directed at the beverage alcohol industry, which we believe is due to concerns related to harmful use of alcohol, including drinking and driving, underage drinking, and health consequences from the misuse of alcohol. In addition, we have been and could continue to be exposed to claims or lawsuits relating to product liability, marketing or sales practices, including product labeling, false advertising, privacy, website accessibility, and other matters. With our international operations, we have been and may continue to be subject to risk of a wide variety of other legal claims and proceedings by external parties, employees, and stockholders.

Litigation is inherently unpredictable and subject to substantial uncertainties and unfavorable developments and resolutions could occur. In addition, the amount of time and cost to defend ourselves could be substantial. Adverse developments in lawsuits related to such matters as well as the time and costs associated with such activities or a significant decline in the social acceptability of beverage alcohol products or for our products specifically that may result from lawsuits could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Intangible assets, such as goodwill and trademarks
We have a significant amount of intangible assets such as goodwill and trademarks and may acquire more intangible assets in the future, and we have recognized significant impairment losses, such as our recent Wine and Spirits impairments. Intangible assets are subject to a periodic impairment evaluation under applicable accounting standards. A future significant impairment of any of our intangible assets could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

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PART I ITEM 1A. RISK FACTORS
Changes to tax laws; fluctuations in our effective tax rate; accounting for tax positions; resolution of tax disputes; changes to accounting standards, elections, assertions, or policies; global minimum tax
Changes to federal, state, provincial, local, or foreign tax laws, could result in increased taxes on our products, business, Customers, or consumers. Various proposals to increase taxes on beverage alcohol products have been made at the federal and state levels or at other governmental bodies in recent years. Federal, state, provincial, local, or foreign governmental entities may consider increasing taxes upon beverage alcohol products as they explore available alternatives for raising funds, including to offset budget or other deficits.

In addition, significant judgment is required to determine our effective tax rate and evaluate our tax positions. Our provision for income taxes includes a provision for uncertain tax positions. Fluctuations in federal, state, local, and foreign taxes, or a change to uncertain tax positions, including related interest and penalties, may impact our effective tax rate and our financial results. When tax matters arise, several years may elapse before such matters are audited and finally resolved. Unfavorable resolution of any tax matter could increase our effective tax rate and resolution of a tax issue may require the use of cash in the year of resolution.

U.S. tax changes or changes in how international corporations are taxed, including changes from the OB3 Act, in how existing tax laws are interpreted or enforced, or to accounting standards, elections, or assertions as well as to our accounting policies, could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations. For example, the OECD introduced a framework under Pillar Two which includes a 15% global minimum tax rate. Many jurisdictions in which we do business have started to enact laws implementing, or have draft legislation proposed for adoption to implement, Pillar Two. We are monitoring impacts of the OB3 Act that are expected to negatively impact our effective tax rate for Fiscal 2027 as well as developments around Pillar Two because such changes, when enacted by various jurisdictions in which we do business, may significantly increase our taxes in these jurisdictions.

Cash dividends and share repurchases are subject to a number of uncertainties and may affect the price of our common stock
Our capital allocation strategy contemplates quarterly cash dividends and periodic share repurchases under our share repurchase program. We typically fund our cash dividends and share repurchases through a combination of cash flow from operations, borrowings, and/or divestiture proceeds. However, we are not required to declare dividends or to make any share repurchases under our share repurchase program. We may discontinue, limit, suspend, delay, or decrease our dividends and share repurchases at any time without prior notice; the amount of such dividends and repurchases may be changed; and the amount, timing, and frequency of such dividends and repurchases may vary from historical practice or from our stated expectations. Decisions with respect to dividends and share repurchases are subject to the discretion of our Board of Directors and will be based on a variety of factors. Important factors that could cause us to discontinue, limit, suspend, delay, or decrease our cash dividends or share repurchases include market conditions, the price of our common stock, the nature and timing of other investment opportunities, changes in our business strategy, the terms of our financing arrangements, our outlook as to our ability to obtain financing at attractive rates, the impact on our credit ratings, changes in laws or regulations, and the availability of cash. The IRA imposes an excise tax of 1% on share repurchases, and the ongoing impact of this excise tax will be dependent on the extent of our share repurchases in future periods along with any changes to the excise tax rate and could increase our tax liability. The reduction or elimination of our cash dividend or longer suspension or elimination of our share repurchase program could adversely affect the market price of our common stock. Additionally, any share repurchases may not enhance stockholder value because the market price of our common stock has, at times, declined and may once again decline below the levels at which we repurchased shares of common stock, and short-term stock price fluctuations could reduce the program’s effectiveness.

GOVERNANCE RISKS

Sands Family Stockholder Class A Stock ownership and Board of Directors nomination rights
Until November 2027 and so long as the Sands Family Stockholders, collectively, have beneficial or record ownership of at least 10% of the issued and outstanding shares of Class A Stock, our Board of Directors will, subject to the
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PART I ITEM 1A. RISK FACTORS
procedures and limitations set forth in the Reclassification Agreement, nominate two individuals designated by WildStar for election to our Board of Directors at any annual meeting of our stockholders at which directors are to be elected (or otherwise in connection with any action by written consent pursuant to which a majority of the Board of Directors will be elected). In addition, until November 2027, so long as the Sands Family Stockholders, collectively, have beneficial or record ownership of less than 10% but at least the 5% Threshold, and after the five-year anniversary of the closing of the Reclassification in November 2027 and so long as the Sands Family Stockholders, collectively, have beneficial or record ownership of at least the 5% Threshold, our Board of Directors will, subject to the procedures and limitations set forth in the Reclassification Agreement, nominate one individual designated by WildStar for election to the Board of Directors at any annual meeting of our stockholders at which directors are to be elected (or otherwise in connection with any action by written consent pursuant to which a majority of the Board of Directors will be elected).

The amount of Class A Stock currently held by the Sands Family Stockholders, together with the foregoing Board of Directors nomination rights, provide the Sands Family Stockholders with significant continued influence over our decisions. The interests of the Sands Family Stockholders with respect to matters potentially or actually involving or affecting us and our other stockholders, such as future acquisitions, financings, and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders.

Certain Sands Family Stockholders have pledged shares of Class A Stock to secure various credit facilities. In the event of noncompliance with certain covenants under the credit facilities, the financial institutions to which such stock is pledged have certain remedies, including the right to sell the pledged shares subject to certain protections afforded to the borrowers and pledgors. The sale by such financial institutions of a substantial amount of the pledged shares could depress, or result in volatility in, the trading price of our Class A Stock.

Choice-of-forum provision in our Amended and Restated By-laws regarding certain stockholder litigation
Our Amended and Restated By-laws provide that, unless we consent in writing to the selection of an alternative forum, (i) the Court of Chancery of Delaware (or if such court lacks subject matter jurisdiction, the federal district court of Delaware) will be, to the fullest extent permitted by law, the sole and exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or stockholders to us or our stockholders; any action asserting a claim arising pursuant to any provision of the DGCL, our Amended and Restated Charter, or our Amended and Restated By-laws, or as to which the DGCL confers jurisdiction on the Court of Chancery of Delaware; or any action asserting a claim governed by the internal affairs doctrine, and (ii) the federal district courts of the U.S. will, to the fullest extent permitted by law, be the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act.

To the fullest extent permitted by law, this choice-of-forum provision will apply to state and federal law claims, including claims under the federal securities laws (including the Securities Act and the Exchange Act), although our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. This choice-of-forum provision may increase costs for a stockholder pursuing any such claim, discourage claims, or limit a stockholder’s ability to bring a claim in a judicial forum that such stockholder finds favorable for disputes with us or our directors, officers, other stockholders, or other employees which may discourage such lawsuits even though an action, if successful, might benefit our stockholders. In addition, the courts located in Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. If a court were to find this choice-of-forum provision inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions which could adversely affect our business, liquidity, financial condition, and/or results of operations. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock will be deemed to have notice of and consented to the choice-of-forum provision described above.
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PART I OTHER KEY INFORMATION
ITEM 1C. CYBERSECURITY

CYBERSECURITY RISK MANAGEMENT AND STRATEGY

We have developed and implemented an enterprise-wide cybersecurity program designed to provide structured and thorough cybersecurity risk management and governance. Our cybersecurity program prioritizes, among other things, prevention of unauthorized access; protection of confidential, personal, or sensitive information; cyber threat detection, assessment, and response; and continuous improvement of our cybersecurity measures. We seek to achieve our cybersecurity program priorities through a multi-pronged approach to address cyber threats and incidents that includes implementation of various industry best practices, proactive monitoring of our IT systems, ongoing employee training, and regular risk assessments. We also maintain cyber insurance coverage to help mitigate a portion of the potential costs in the event of covered events.

Our cybersecurity program is aligned with various frameworks for managing cybersecurity risks, such as the National Institute of Standards and Technology Cyber Security Framework for IT systems and International Electrotechnical Commission 62443 which governs cybersecurity for Industrial Control Systems. This program is integrated into our ERM processes. Our ERM function manages enterprise-wide risk and has established a governance structure in charge of continuous risk management. It has defined risk management processes related specifically to cybersecurity, which include targeted cyber risk reviews, annual cyber risk assessments over our IT and operations, and integration with our information security function. We also have a Cyber and Privacy Risk Committee, led by our CISO, which provides strategic and actionable recommendations on cybersecurity topics, issues, and controls to our executive management team, and a Crisis Management Committee, led by our head of ERM, which manages significant cybersecurity events.

We rely upon both internal and external resources for evaluating and enhancing our cyber posture. At least annually, our information security and internal audit teams conduct extensive internal and external penetration testing, supplemented by more frequent Purple-team Tests that are designed to identify critical areas of our technical environment and potential vulnerabilities that may need to be addressed. Our information security team also retains external cybersecurity firms to review and provide feedback on improving our cybersecurity program, including in the areas of data protection, threat and vulnerability management, and end-point protection. We conduct a range of activities to assess our cybersecurity preparedness and processes and to prepare for potential cyber incidents, including tabletop exercises, simulations, and practical application drills with internal teams and external entities. We also require annual cybersecurity training by our employees, conduct regular exercises to help our employees recognize phishing attempts and other social engineering tactics, and provide various methods for employees to report suspicious activity that may give rise to a cyber incident or threat. Significant results of such testing and reviews are communicated to our executive management team and our Audit Committee, as applicable, and are utilized in our cybersecurity program’s continuous improvement process.

In response to the growing risks associated with third-party service providers, we have established review processes for assessing the technological and information security controls of our third-party suppliers to attempt to identify material cybersecurity risks associated with such providers, their IT systems, and their access to our IT systems that could significantly disrupt our operations. These processes encompass a range of measures, such as pre-engagement cybersecurity due diligence for providers who access our IT systems or information before their engagement, ongoing monitoring and evaluation of our providers, detailed examination of available System and Organization Controls attestation reports, and inclusion of relevant contractual provisions in our agreements with third-party service providers with respect to areas including cyber protections, notifications, auditing, and risk allocation.

We maintain an IRP, which provides a set of core practices and procedures when responding to certain high-risk information security threats and incidents, and a CMP, which is designed to ensure appropriate resources are utilized to provide an effective, timely, and coordinated response in managing crises, including significant cyber threats and
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PART I OTHER KEY INFORMATION
incidents. Among other things, the IRP sets forth roles and responsibilities in connection with detecting, assessing, and mitigating cybersecurity incidents and outlines applicable communication and escalation protocols. Under the CMP, our Crisis Management Committee will assume overall responsibility in an effort to ensure that the appropriate functions and work streams are mobilized and coordinated to effectively manage any significant cyber events.

As with all large IT systems, we have been a target of cyberattackers and other hacking activities, as have certain of our third-party service providers. While our cybersecurity program is designed to prevent unauthorized access and protect sensitive information, including through continuous improvement of our cybersecurity measures, and we have not experienced any material cyber threats or incidents to date, we can give no assurance that we will be able to prevent, identify, respond to, or mitigate the impacts of all cyber threats or incidents. To the extent future cyber threats or incidents result in significant disruptions and costs to our operations, reduce the effectiveness of our internal control over financial reporting, or otherwise substantially impact our business, it could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations. For additional discussion on our cybersecurity risks, refer to Item 1A. “Risk Factors” of this Form 10-K.

CYBERSECURITY GOVERNANCE

Our Board of Directors oversees the management of risks inherent in the operation of our business, with a focus on the most significant risks that we face, including those related to cybersecurity. The Board of Directors has delegated oversight of cybersecurity, including privacy and information security, as well as enterprise risk management to the Audit Committee. In connection with that oversight responsibility, our CIO and CISO meet with the Audit Committee on a quarterly basis and provide information and updates on a range of cybersecurity topics which may include our cybersecurity program and governance processes; cyber risk monitoring and management; the status of projects to strengthen our cybersecurity and privacy capabilities; recent significant incidents or threats impacting our operations, industry, or third-party suppliers; and the emerging threat landscape. Our head of ERM also meets with our executive management team and the Audit Committee on a quarterly basis and with the Board of Directors on an annual basis and reports on applicable cyber risk management processes and activities pertinent to the ERM function. The Audit Committee has also periodically participated in certain of our cyber tabletop exercises.

Our enterprise-wide cybersecurity program is managed by a dedicated information security team, including our Cyber and Privacy Risk Committee described above, led by our CISO. Our CISO has more than 25 years of technology experience across various disciplines, including more than 15 years of experience as a CISO in the financial, manufacturing, and CPG industries. He has led our global information security organization for more than six years. In addition to his employment experience in the cybersecurity field, our CISO has a Master of Business Administration in management and operations and a Bachelor’s Degree in technology management, and he has served on corporate and industry advisory boards related to cybersecurity, all of which have provided him with skills and experience to manage our global information security function. Our CISO reports to our CIO, who meets regularly with other members of our executive team and provides relevant updates on our cybersecurity program.


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PART I OTHER KEY INFORMATION
ITEM 2. PROPERTIES

We operate breweries, wineries, distilleries, and bottling plants, many of which include warehousing and distribution facilities on the premises, as well as standalone warehouses and through a joint venture, we operate a glass production plant. In addition to our principal physical properties described below, certain of our businesses maintain office space for sales and similar activities and offsite warehouse and distribution facilities in a variety of geographic locations.

Our corporate headquarters are located in a leased office in Rochester, New York. Our segments also maintain leased office spaces in other locations in the U.S. and internationally.

We believe that our facilities, taken as a whole, are in good condition and working order. Within the Beer segment, we believe we have adequate capacity to meet our current needs and we have undertaken activities to increase our production capacity to address our anticipated future demand. Within the Wine and Spirits segment, we believe we have adequate capacity to meet our needs for the foreseeable future. As of February 28, 2026, our principal physical properties by segment, all of which are owned unless otherwise noted, consist of:
beer.jpg
 Beer
wineandspirits.jpg
 Wine and Spirits
Breweries
•Nava Brewery in Nava
•Obregón Brewery in Obregón
•Veracruz Brewery in Veracruz (1)

Warehouse, distribution, and other production facilities
•Glass Plant in Nava
•Warehouse in Arlington, Texas (2)
•Warehouse in Hutchins, Texas (2)
•Warehouse in Jacksonville, Florida (2)
•Warehouse in Jurupa Valley, California (2)
Wineries
•Kim Crawford Winery in Marlborough, New Zealand
•The Prisoner Wine Company in St. Helena, California
•Robert Mondavi Winery in Oakville, California

Warehouse, distribution, and other production facilities
•Lodi Distribution Center in Lodi, California
•Pontassieve Winery in Florence, Italy
(1)Initial production is expected to commence around the middle of Fiscal 2027.
(2)This is a leased facility.

Within our Wine and Spirits segment, as of February 28, 2026, we owned, leased, or had interests in approximately 6,300 acres of vineyards in New Zealand, 2,300 acres of vineyards in the U.S., and 1,400 acres of vineyards in Italy.


ITEM 3. LEGAL PROCEEDINGS

On February 18, 2025, a purported stockholder of the Company filed a putative class action in the United States District Court for the Western District of New York captioned Meza v. Constellation Brands, Inc., et al., Case No. 6:25-cv-6107 (W.D.N.Y.). The complaint names as defendants the Company, our former President and Chief Executive Officer, and our Executive Vice President and Chief Financial Officer, and asserts claims for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder arising from allegedly materially false or misleading statements or omissions of purportedly material fact concerning, among other things, the Company’s strategies intended to improve the performance of our Wine and Spirits business. On July 17, 2025, an amended complaint was filed in the Meza litigation. The amended complaint asserts the same causes of action against the same defendants, but alleges materially false or misleading statements or omissions of purportedly material fact concerning, among other things, the prospects of our beer business. The amended complaint does not allege misstatements or omissions regarding our wine and spirits business. The amended complaint seeks, among
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PART I OTHER KEY INFORMATION
other relief, alleged damages in an unspecified amount, attorneys’ fees, and costs. On September 17, 2025, the Company and the other defendants filed a motion to dismiss the amended complaint, which motion was fully briefed as of December 12, 2025 and remains pending.

On March 24, 2025, a purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned Silva v. Newlands, et al., Case No. 1:25-cv-254 (W.D.N.Y.); on April 21, 2025, a second purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned Mason v. Newlands, et al., Case No. 1:25-cv-00353 (W.D.N.Y.); and on June 24, 2025, a third purported stockholder of the Company filed a complaint in the United States District Court for the District of Delaware captioned Wasserman v. Baldwin, et al., Case No. 1:25-cv-779 (D. Del.). These derivative complaints each seek to assert claims arising under the Exchange Act and state common law, derivatively on behalf of the Company, against current and former directors and officers of the Company. None of the plaintiffs made a pre-suit demand on our Board of Directors, instead each alleging that the pre-suit demand requirement should be excused as purportedly futile. The claims asserted in these derivative complaints arise from substantially the same allegations made in the first Meza complaint. On May 27, 2025, the United States District Court for the Western District of New York entered an order consolidating the Silva and Mason litigations and staying proceedings pending the entry of a final judgment in Meza. On August 8, 2025, the plaintiff in the Wasserman litigation filed a notice and proposed order voluntarily dismissing that litigation, which was so ordered by the United States District Court for the District of Delaware on August 14, 2025.

For additional information regarding Legal Proceedings, see Risk Factors and Note 17.
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PART II OTHER KEY INFORMATION
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Class A Stock trades on the New York Stock Exchange under the symbol STZ. There is no public trading market for our Class 1 Stock. At April 17, 2026, the number of holders of record of our Class A Stock and Class 1 Stock were 441 and 18, respectively.

For information regarding dividends and share repurchase programs, see (i) MD&A and (ii) Note 18.

For information on securities authorized for issuance under our equity compensation plans, see Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters under Item 12. of this Form 10-K.

Issuer Purchases of Equity Securities
Period Total Number
of Shares
Purchased		 Average
Price Paid
Per Share		 Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Program
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Program (1)
(in millions, except share and per share data)
December 1 – 31, 2025
 — $ — — $ 3,175.9
January 1 – 31, 2026
 — $ — — $ 3,175.9
February 1 – 28, 2026
 646,824 $ 154.60 646,824 $ 3,075.9
Total 646,824 $ 154.60 646,824
(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 under the 2025 Authorization. The 2025 Authorization expires on February 29, 2028. Share repurchases for the periods included herein were effected through open market transactions and exclude the impact of Federal excise tax owed pursuant to the IRA. Subsequent to February 28, 2026, we repurchased 641,481 shares of Class A Stock pursuant to the 2025 Authorization at an average cost of $153.86 per share through open market transactions and a 10b5-1 Trading Plan. As of April 17, 2026, $2,977.2 million remains available for future share repurchases under the 2025 Authorization.
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PART II ITEM 7. MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

We have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented. Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Liquidity and Capital Resources” located in our Form 10-K for the fiscal year ended February 28, 2025, filed on April 23, 2025, for reference to discussion of the fiscal year ended February 29, 2024, the earliest of the three fiscal years presented. This MD&A, which should be read in conjunction with our Financial Statements, is organized as follows:

Overview
This section provides a general description of our business and brief descriptions of Fiscal 2025 goodwill and trademarks impairments, which we believe is important in understanding the results of our operations, financial condition, and potential future trends.

Strategy
This section provides a description of our strategy, including our 2025 Restructuring Initiative, and significant divestitures, acquisitions, and investments.

Results of operations
This section provides an analysis of our results of operations presented on a business segment basis. In addition, a brief description of significant transactions and other items that affect the comparability of the results is provided.

Liquidity and capital resources
This section provides an analysis of our cash flows, outstanding debt, liquidity position, and commitments. Included in the analysis of outstanding debt is a discussion of the financial capacity available to fund our on-going operations and future commitments, as well as a discussion of other financing arrangements.

Critical accounting policies and estimates
This section identifies accounting policies that are considered important to our results of operations and financial condition, require significant judgment, and involve significant management estimates. Our significant accounting policies, including those considered to be critical accounting policies, are summarized in Note 1.


OVERVIEW

Our internal management financial reporting consists of two business divisions: (i) Beer and (ii) Wine and Spirits and we report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and Other. In the Beer segment, our portfolio consists of high-end imported beer brands and ABAs. We have an exclusive perpetual brand license to produce our beer portfolio and to import, market, and sell such portfolio in the U.S. In the Wine and Spirits segment, we sell a portfolio comprised of exclusively higher-end wine and spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of corporate communications, corporate development, corporate finance, corporate strategy, executive management, human resources, internal audit, investor relations, IT, legal, and public affairs, as well as our investments such as those made through our corporate venture capital function. All costs included in the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and are, therefore, not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other segment are not included in our CODM’s evaluation of the operating income (loss) performance of the other reportable segments. The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting.
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PART II ITEM 7. MD&A
Goodwill impairment
In connection with continued negative trends within our Wine and Spirits business primarily attributable to our U.S. wholesale market, driven by declines in both the overall wine market and in our then-owned mainstream and premium wine brands, management updated its Fiscal 2025 outlook and latest financial projections for this reporting unit. Based on the aforementioned factors, we performed an interim quantitative assessment, as of August 31, 2024, and a Fiscal 2025 annual quantitative assessment for goodwill impairment which resulted in a $2,740.7 million total goodwill impairment and the carrying value being written down to zero. This loss was included in goodwill and intangible assets impairment within our consolidated results for Fiscal 2025. See Notes 8, 9, and 14 for further discussion.

Trademarks impairment
In connection with the assessment of the same events and circumstances that resulted in the wine and spirits goodwill carrying value being written down to zero, we completed a quantitative assessment of our wine trademarks. As a result, we recognized a $57.0 million trademark impairment on certain then-existing held for sale wine brands. This loss was included in goodwill and intangible assets impairment within our consolidated results of operations for Fiscal 2025. See Note 8 for further discussion.


STRATEGY

Our business strategy for the Beer segment focuses on upholding our leadership position in the U.S. beer market, including as a leader in the high-end segment, and continuing to seek to grow our high-end imported beer brands through maintenance of leading margins, enhancements to our results of operations and operating cash flow, and exploring new avenues for growth. In Fiscal 2027, we intend to continue to increase distribution for key brands, optimize growth through differentiated brand positioning, price pack architecture, and market prioritization as well as invest in the next phase of modular capacity additions necessary to support our anticipated future growth. Modular capacity addition activities continue under our Brewery Projects to align with our anticipated future growth. See “Capital Expenditures” below. Additionally, we continue to focus on consumer-led innovation by creating new line extensions behind celebrated, trusted brands and package formats, as well as new to world brands, that are intended to meet emerging needs.

Our business strategy for the Wine and Spirits segment continues to focus on delivering long-term growth. With our portfolio of exclusively higher-end brands and our continued focus on operational efficiencies, we remain committed to improving margins and driving growth. We intend to expand our brands across U.S. wholesale, international markets, and DTC channels (including hospitality) to maximize our total addressable market opportunity by leveraging our global, omni-channel capabilities. We have a contractual arrangement with Southern Glazer’s Wine and Spirits which consolidated our U.S. distribution and currently represents nearly 70% of our U.S. branded wine and spirits volume.

Marketing, sales, and distribution of our products are primarily managed on a geographic basis allowing us to leverage leading market positions. In addition, market dynamics and consumer trends vary across each of our markets. Within our primary market in the U.S., we offer a range of beverage alcohol products across the imported beer, ABA, and branded wine and spirits categories, with generally separate distribution networks utilized for (i) our beer portfolio and (ii) our wine and spirits portfolio. The environment for our products is competitive in each of our markets.

We remain committed to our long-term financial model of: growing sales, expanding margins, and increasing cash flow in order to continue to achieve comparable earnings per share growth as well as our target ratios for (i) comparable net leverage and (ii) dividend payout; investing to support the growth of our business; and delivering additional returns to stockholders through periodic share repurchases. Our results of operations and financial condition have been and may continue to be affected by the dynamic and evolving consumer environment largely driven by ongoing economic uncertainty and additional headwinds from other socioeconomic factors. These factors
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may include subdued spend, depressed sentiment, value-seeking behaviors, and reductions in the discretionary income available to purchase our products among consumers, elevated unemployment, changing prices, inflation, other unfavorable global and regional economic conditions, demographic trends in the U.S., global supply chain disruptions and constraints, geopolitical events and tensions, wars, and military conflicts, including the conflict in the Middle East.

Developments in international trade relations, including significant additional changes in U.S. trade policy and actions which may include threatened, new, and increased tariffs imposed by the U.S. government on other countries, retaliatory tariffs and actions imposed on certain U.S. goods, and subsequent modifications and delays to or invalidation of various tariffs as well as associated litigation and developments have produced heightened uncertainty with respect to trade and tariff policies and regulations affecting trade between the U.S. and other countries, which could continue to alter the global trade environment. For example, the U.S. government has imposed tariffs on certain product imports, including on aluminum and aluminum derivatives, and certain other countries have implemented tariffs and other actions on U.S. goods, such as boycotts and tariffs on certain product imports originating from the U.S. imposed by the Canadian federal and some provincial governments and retaliatory tariffs in other international markets, although some of these tariffs were subsequently modified, delayed, suspended, or invalidated. Various tariffs and other actions negatively impacted our Fiscal 2026 results of operations. In April 2026, the U.S. government removed beer made from malt, which includes our beer products, from the scope of the Section 232 aluminum and aluminum derivative tariffs that had been in place at various rates since February 2025.

We expect some or all of these market conditions and their impacts to continue into Fiscal 2027 which could have a material impact on our results of operations and financial condition. We intend to continue to monitor the dynamic and evolving consumer and socioeconomic environments and their impacts on our business. In addition, we have executed the majority of the work associated the 2025 Restructuring Initiative, which is an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization. We also intend to continue our commodity and foreign exchange hedging programs. However, there can be no assurance that we will be able to adequately respond to softer consumer demand trends or fully mitigate rising costs, including as a result of new or increased tariffs, through increased selling prices, cost, productivity, efficiency, and inventory management initiatives, optimized marketing plans, and/or our commodity and foreign exchange hedging programs. Furthermore, to the extent severe weather events that impact our business, such as wildfires, droughts, floods, extreme heat, and/or late frosts, or other weather conditions that constrain purchasing occasions for our consumers, continue to occur or accelerate in future periods, it could have a material impact on our results of operations and financial condition.

2025 Restructuring Initiative
We have implemented the 2025 Restructuring Initiative which is expected to yield over $200 million in net annualized cost savings by Fiscal 2028. The majority of the work associated with the 2025 Restructuring Initiative was executed within Fiscal 2026. The 2025 Restructuring Initiative is now estimated to result in nearly $130 million of cumulative pre-tax costs once all phases are fully implemented. In connection with the 2025 Restructuring Initiative, we recognized $72.2 million of pre-tax restructuring costs in Fiscal 2026 and $121.9 million of cumulative pre-tax costs since the inception of this initiative. These costs were included in selling, general, and administrative costs within our consolidated results. For additional information on the 2025 Restructuring Initiative, see Note 3.

Divestitures, Acquisitions, and Investments

Beer segment
Mexicali Brewery sale
In July 2024, we sold the remaining assets classified as held for sale at the canceled Mexicali Brewery.

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Wine and Spirits segment
2025 Wine Divestitures
On June 2, 2025, we sold and, in certain instances, exclusively licensed the trademarks of a portion of our wine and spirits business, primarily centered around our then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities. We received $845.9 million of cash proceeds, which were used for the repayment of debt.

SVEDKA Divestiture
On January 6, 2025, we sold the SVEDKA brand and related assets, primarily including inventory and equipment. We received $409.2 million of cash proceeds, which were used for general corporate purposes, including funding share repurchases, capital expenditures, and repayment of debt.

Nelson’s Green Brier investment
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.

Sea Smoke acquisition
In June 2024, we acquired the Sea Smoke business, including a California-based luxury wine brand, vineyards, and a production facility. This transaction also included the acquisition of goodwill, inventory, and a trademark.

These Wine and Spirits segment activities support our strategic focus on consumer-led premiumization trends and meeting the evolving needs of our consumers.

Corporate Operations and Other segment
Corporate ventures investments
As of August 31, 2025, February 28, 2025, and August 31, 2024, we evaluated certain equity method investments and other securities measured at fair value, made through our corporate venture capital function, and determined there were other-than-temporary impairments due to business underperformance, for the respective periods.

Exchangeable Shares
We own 26.3 million Exchangeable Shares. As of November 30, 2024, we evaluated our Exchangeable Shares for impairment primarily due to the business and industry factors that led to the decline in Canopy’s common share price since the April 2024 conversion of our then-existing Canopy common shares and exchange of a portion of the principal amount of a then-existing promissory note issued to us by Canopy for Exchangeable Shares. Following the April 2024 conversion and exchange, we recognized an initial $83.3 million net gain based on the fair value of our Exchangeable Shares. Due to the continued decline in Canopy’s common share price, as of February 28, 2025, we evaluated our Exchangeable Shares for an additional impairment. We concluded that an impairment did exist, and accordingly, our Exchangeable Shares were written down to their estimated fair value of $21.2 million, resulting in a $76.1 million impairment for Fiscal 2025.

The total $7.2 million net gain in connection with our Exchangeable Shares was included in income (loss) from unconsolidated investments within our consolidated results for Fiscal 2025.

For additional information on these divestitures, acquisitions, and investments, refer to Notes 2, 6, 8, and 11.


RESULTS OF OPERATIONS

Financial Highlights
References to organic throughout the following discussion exclude the impacts of the 2025 Wine Divestitures and the SVEDKA Divestiture, collectively referred to as the “Wine and Spirits Divestitures,” where appropriate.

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Fiscal 2026 compared to Fiscal 2025

Net sales decreased 10% largely due to (i) the loss of net sales as a result of the Wine and Spirits Divestitures, (ii) a decrease in Beer net sales driven primarily by a shipment volume decline; partially offset by a favorable impact from pricing, and (iii) a decline in organic Wine and Spirits net sales led by a shipment volume decline.

Operating income increased largely due to (i) Fiscal 2025 Wine and Spirits-related impairments, including goodwill, trademarks, and then-existing assets held for sale, and (ii) continued successful execution of efficiency and cost optimization initiatives within the Beer segment, partially offset by (i) net sales declines in both the Wine and Spirits and Beer segments, (ii) the Fiscal 2025 net gain related to the SVEDKA Divestiture, and (iii) Fiscal 2026 losses associated with asset impairment and related expenses.

Net income (loss) attributable to CBI and diluted net income (loss) per common share attributable to CBI each increased largely due to the items discussed above and a decrease in interest expense, partially offset by a Fiscal 2026 provision for income taxes as compared to a Fiscal 2025 benefit from income taxes.

Comparable Adjustments
Management excludes items that affect comparability from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment operating performance and the incentive compensation of segment management are evaluated based on core segment operating income (loss) which does not include the impact of these Comparable Adjustments.

As more fully described herein and in the related Notes, the Comparable Adjustments that impacted comparability in our segment results for each period are as follows:
Fiscal
2026		 Fiscal
2025
(in millions)
Cost of product sold
Net gain (loss) on undesignated commodity derivative contracts $ 23.6  $ (0.3)
Settlements of undesignated commodity derivative contracts 3.4  26.8 
Strategic business reconfiguration costs (4.8) (10.7)
Flow through of inventory step-up (4.1) (10.2)
Other gains (losses) —  0.6 
Comparable Adjustments, Cost of product sold 18.1  6.2 
Selling, general, and administrative expenses
2025 Restructuring Initiative
 (72.2) (49.7)
Transition services agreements activity (35.7) (22.6)
Strategic business reconfiguration costs
 (10.4) (29.6)
Chief Executive Officer severance and transitions benefits
 (7.8) — 
Other gains (losses) 27.9  (14.6)
Comparable Adjustments, Selling, general, and administrative expenses (98.2) (116.5)
Goodwill and intangible assets impairment —  (2,797.7)
Asset impairment and related expenses
 (109.8) (478.0)
Gain (loss) on sale of business (31.9) 266.0 
Comparable Adjustments, Operating income (loss) $ (221.8) $ (3,120.0)
Comparable Adjustments, Income (loss) from unconsolidated investments
 $ (10.1) $ (49.3)

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Cost of product sold
Undesignated commodity derivative contracts
Net gain (loss) on undesignated commodity derivative contracts represents a net gain (loss) from the changes in fair value of undesignated commodity derivative contracts. The net gain (loss) is reported outside of segment operating results until such time that the underlying exposure is recognized in the segment operating results. At settlement, the net gain (loss) from the changes in fair value of the undesignated commodity derivative contracts is reported in the appropriate operating segment, allowing the results of our operating segments to reflect the economic effects of the commodity derivative contracts without the resulting unrealized mark to fair value volatility.

Strategic business reconfiguration costs
We recognized costs primarily in connection with losses on write-downs of excess inventory resulting from our initiatives to streamline, increase efficiencies, and reduce our cost structure primarily within our Wine and Spirits segment.

Flow through of inventory step-up
In connection with acquisitions, the allocation of purchase price in excess of book value for certain inventories on hand at the date of acquisition is referred to as inventory step-up. Inventory step-up represents an assumed manufacturing profit attributable to the acquired business prior to acquisition.

Selling, general, and administrative expenses
2025 Restructuring Initiative
We recognized costs in connection with an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business.

Transition services agreements activity
We recognized costs in connection with transition services agreements related to the previous sales of portions of our wine and spirits business.

Strategic business reconfiguration costs
We recognized costs in connection with certain activities which are intended to streamline, increase efficiencies, and reduce our cost structure.

Chief Executive Officer severance and transition benefits
We recognized costs primarily in connection with severance benefits in accordance with the terms of a pre-existing employment agreement.

Other gains (losses)
We recognized other gains (losses) primarily from (i) net decreases in estimated fair values of contingent liabilities associated with prior period acquisitions, (ii) a net gain from the sale of assets (Fiscal 2026), and (iii) a net loss on foreign currency as a result of the resolution of various tax examinations and assessments (Fiscal 2025).

Goodwill and intangible assets impairment
We recognized goodwill and intangible assets impairments in connection with continued negative trends within our Wine and Spirits business primarily attributable to our U.S. wholesale market, driven by declines in both the overall wine market and in our then-owned mainstream and premium wine brands. For additional information, refer to Notes 8, 9, and 14.

Asset impairment and related expenses
Largely in connection with (i) the commitment to dismantling and abandonment of certain aged long-lived assets at the Obregón Brewery (Fiscal 2026), (ii) the 2025 Wine Divestitures we recognized contract liabilities and inventory obsolescence expenses, partially offset by changes in then-existing net assets held for sale (Fiscal 2026), and
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(iii) certain then-existing wine and spirits assets that met held for sale criteria (Fiscal 2025). For additional information, refer to Notes 2, 6, and 8.

Gain (loss) on sale of business
We recognized a net gain (loss) largely from the (i) 2025 Wine Divestitures (Fiscal 2026) and (ii) SVEDKA Divestiture (Fiscal 2025). For additional information, refer to Note 2.

Income (loss) from unconsolidated investments
We recognized income (loss) primarily from (i) unrealized net losses from the changes in fair value of our securities measured at fair value, (ii) impairments of certain other equity method investments, and (iii) a net gain in connection with our Exchangeable Shares (Fiscal 2025). For additional information, refer to Notes 8 and 11.

Business Segments
Net sales
Fiscal
2026		 Fiscal
2025		 Dollar
Change		 Percent
Change
(in millions)
Beer $ 8,315.2  $ 8,539.8  $ (224.6) (3 %)
Wine and Spirits:
Wine 700.4  1,450.1  (749.7) (52 %)
Spirits 123.4  218.8  (95.4) (44 %)
Total Wine and Spirits 823.8  1,668.9  (845.1) (51 %)
Consolidated net sales $ 9,139.0  $ 10,208.7  $ (1,069.7) (10 %)

beer.jpg
 Beer segment Fiscal
2026		 Fiscal
2025		 Dollar
Change		 Percent
Change
(in millions, branded product, 24-pack, 12-ounce case equivalents)
Net sales $ 8,315.2  $ 8,539.8  $ (224.6) (3 %)
Shipments 415.4  431.8  (3.8 %)
Depletions
 (2.1 %)

The decrease in Beer net sales is due to a (i) $323.0 million decline in shipment volume and (ii) $29.8 million of unfavorable product mix primarily from a shift in package types, partially offset by $128.2 million of favorable impact from pricing in select markets. We believe our net sales were impacted by the economic uncertainty and socioeconomic factors discussed above. We expect shipment volume to generally align with depletion volume for Fiscal 2027.

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 Wine and Spirits segment Fiscal
2026		 Fiscal
2025		 Dollar
Change		 Percent
Change
(in millions, branded product, 9-liter case equivalents)
Net sales $ 823.8  $ 1,668.9  $ (845.1) (51 %)
Shipments
Total 8.3  22.1  (62.4 %)
Organic (1) (2)
 8.3  8.9  (6.7 %)
U.S. Wholesale 6.3  19.2  (67.2 %)
Organic U.S. Wholesale (1) (2)
 6.3  6.8  (7.4 %)
Depletions (1) (2)
 (4.3 %)
(1)Includes adjustments to remove volumes associated with the SVEDKA Divestiture for the period March 1, 2024, through January 5, 2025.
(2)Includes adjustments to remove volumes associated with the 2025 Wine Divestitures for the period June 2, 2024, through February 28, 2025.

The decrease in Wine and Spirits net sales is due to $711.2 million from the Wine and Spirits Divestitures that are no longer part of our business and a $133.9 million decrease in organic net sales. The decrease in organic net sales is driven by (i) a $43.0 million decrease in branded wine and spirits shipment volume, (ii) $38.9 million of unfavorable product mix, (iii) $30.0 million of lower contractual distributor payments as compared to Fiscal 2025, and (iv) a $17.6 million decrease from strategic pricing actions taken on certain brands. The decrease in branded wine and spirits shipment volume and unfavorable mix are primarily attributable to our U.S. wholesale market, including the change in cadence of shipments to better align with consumer demand following the shift to a portfolio of exclusively higher-end brands. Additionally, we believe our branded wine and spirits shipment volume was negatively impacted by both tariffs imposed by the U.S. government and by retaliatory tariffs and actions in certain international markets. For Fiscal 2027, we expect depletion volume to outpace shipment volume driven by mutually agreed upon inventory reductions with key distributors following the 2025 Wine Divestitures.

Gross profit
Fiscal
2026		 Fiscal
2025		 Dollar
Change		 Percent
Change
(in millions)
Beer $ 4,361.5  $ 4,566.1  $ (204.6) (4 %)
Wine and Spirits 331.9  742.3  (410.4) (55 %)
Comparable Adjustments 18.1  6.2  11.9  NM
Consolidated gross profit $ 4,711.5  $ 5,314.6  $ (603.1) (11 %)
beer.jpg
The decrease in Beer gross profit is largely due to (i) a $170.7 million decrease in shipment volume and (ii) $149.5 million of increased cost of product sold, partially offset by the $128.2 million of favorable impact from pricing. The increased cost of product sold is primarily due to (i) $58.3 million in tariffs, largely on aluminum imports under Section 232, (ii) $58.2 million of unfavorable fixed cost absorption related to decreased production levels as compared to Fiscal 2025, and (iii) a $14.6 million increase in brewery costs, including maintenance and utilities. To partially offset the increase in cost of product sold we are executing efficiency and cost optimization initiatives focused largely on procurement and logistics that resulted in over $200 million of net benefit for Fiscal 2026.
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The decrease in Wine and Spirits gross profit is due to $287.0 million from the Wine and Spirits Divestitures that are no longer part of the business and a $123.4 million decrease in organic gross profit. The decrease in organic gross profit is largely attributable to (i) a $38.3 million decline in branded wine and spirits shipment volume, (ii) the $30.0 million from lower contractual distributor payments, (iii) $18.0 million of unfavorable product mix, (iv) the $17.6 million from strategic pricing actions, and (v) $17.1 million of increased cost of product sold. The increase in cost of product sold is largely attributable to approximately $10 million in tariffs imposed under IEEPA and unfavorable fixed cost absorption related to decreased production levels as compared to Fiscal 2025.
Gross profit as a percent of net sales decreased to 51.6% for Fiscal 2026 compared with 52.1% for Fiscal 2025. This decrease was largely due to rate decline of (i) 185 basis points and approximately 20 basis points from higher cost of product sold within the Beer and Wine and Spirits segments, respectively, (ii) approximately 30 basis points as a result of lower contractual distributor payments and strategic pricing actions within the Wine and Spirits segment, and (iii) 20 basis points of lower organic branded Wine and Spirits shipment volume. These declines were largely offset by rate growth of (i) approximately 110 basis points driven by divestitures of lower-margin brands, (ii) 75 basis points of favorable impact from beer pricing, and (iii) a favorable change in Comparable Adjustments, contributing 15 basis points.

Selling, general, and administrative expenses
Fiscal
2026		 Fiscal
2025		 Dollar
Change		 Percent
Change
(in millions)
Beer $ 1,200.5  $ 1,171.7  $ 28.8  2 %
Wine and Spirits 321.4  417.2  (95.8) (23 %)
Corporate Operations and Other 228.3  244.6  (16.3) (7 %)
Comparable Adjustments 98.2  116.5  (18.3) NM
Consolidated selling, general, and administrative expenses $ 1,848.4  $ 1,950.0  $ (101.6) (5 %)
beer.jpg
The increase in Beer selling, general, and administrative expenses is largely driven by $22.3 million and $5.9 million of increased general and administrative expenses and marketing spend, respectively. The increase in general and administrative expenses is primarily due to higher (i) headcount and (ii) consulting costs, partially offset by favorable short-term incentive accruals and cost savings measures as a result of the 2025 Restructuring Initiative. Marketing as a percent of net sales increased year-over-year to support our high-end imported beer brands.
wineandspirits.jpg
The decrease in Wine and Spirits selling, general, and administrative expenses is largely driven by $69.7 million and $24.3 million of decreased marketing spend and general and administrative expenses, respectively. The decrease in general and administrative expenses is largely driven by cost savings measures as a result of the 2025 Restructuring Initiative, partially offset by unfavorable short-term incentive accruals. The decrease in marketing spend is primarily driven by our smaller portfolio of exclusively higher-end wine and spirits brands, however, as a percentage of net sales it increased year-over-year driven by support of our largest brands.
corporateoperationsandother.jpg
The decrease in Corporate Operations and Other selling, general, and administrative expenses is largely driven by (i) cost savings measures implemented as part of the 2025 Restructuring Initiative, which resulted in reduced headcount and discretionary spending and (ii) favorable short-term incentive accruals. These reductions were partially offset by a Fiscal 2025 tax credit related to the relocation of our corporate headquarters in June 2024.
Selling, general, and administrative expenses as a percent of net sales increased to 20.2% for Fiscal 2026 as compared with 19.1% for Fiscal 2025. The increase is driven by (i) approximately 145 basis points of unfavorable impact from the Wine and Spirits Divestitures and (ii) approximately 70 basis points of rate growth from higher Beer
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selling, general, and administrative expenses coupled with the decline in Beer net sales, partially offset by (i) approximately 70 basis points and 15 basis points of rate decline from decreases in selling, general, and administrative expenses within the Wine and Spirits and Corporate Operations and Other segments, respectively, and (ii) a favorable change in Comparable Adjustments, contributing 20 basis points of rate decline.

Operating income (loss)
Fiscal
2026		 Fiscal
2025		 Dollar
Change		 Percent
Change
(in millions)
Beer $ 3,161.0  $ 3,394.4  $ (233.4) (7 %)
Wine and Spirits 10.5  325.1  (314.6) (97 %)
Corporate Operations and Other (228.3) (244.6) 16.3  7 %
Comparable Adjustments (221.8) (3,120.0) 2,898.2  NM
Consolidated operating income (loss) $ 2,721.4  $ 354.9  $ 2,366.5  667 %
beer.jpg
The decrease in Beer operating income is largely attributable to the decline in shipment volume and the increase in cost of product sold, including tariffs on aluminum, partially offset by the favorable impact from efficiency and cost optimization initiatives and pricing, as described above.
wineandspirits.jpg
The decrease in Wine and Spirits operating income is largely attributable to (i) the Wine and Spirits Divestitures, (ii) the decline in organic branded wine and spirits shipment volume, and (iii) lower contractual distributor payments, partially offset by lower selling, general, and administrative expenses, as described above.
corporateoperationsandother.jpg
As previously discussed, the decrease in Corporate Operations and Other operating loss is primarily attributable to cost savings measures implemented as part of the 2025 Restructuring Initiative.

Income (loss) from unconsolidated investments
Fiscal
2026		 Fiscal
2025		 Dollar
Change		 Percent
Change
(in millions)
Equity in earnings (losses) from other equity method investees and related activities $ 15.5  $ 23.1  $ (7.6) (33 %)
Unrealized net gain (loss) on securities measured at fair value (5.0) (47.9) 42.9  90 %
Equity method investments impairment (1.5) (8.7) 7.2  83 %
Net gain in connection with Exchangeable Shares —  7.2  (7.2) NM
Income (loss) from unconsolidated investments
 $ 9.0  $ (26.3) $ 35.3  134 %

Interest expense, net
Interest expense, net decreased to $352.6 million for Fiscal 2026 as compared to $411.4 million for Fiscal 2025. This decrease of $58.8 million, or 14%, is largely due to approximately $805 million of lower average borrowings and approximately 5 basis points of lower weighted average interest rates. For additional information, refer to Note 13.

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(Provision for) benefit from income taxes
The (provision for) benefit from income taxes increased to $(621.0) million for Fiscal 2026 from $51.7 million for Fiscal 2025. Our effective tax rate for Fiscal 2026 was 26.1% as compared with 62.4% for Fiscal 2025. In comparison to prior year, our effective tax rate was largely impacted by net income tax impacts resulting from:
•(i) Fiscal 2025 non-deductible portion of the Wine and Spirits goodwill impairment, (ii) Fiscal 2026 adjustments to tax attributes, (iii) resolution of tax examinations and assessments related to prior periods, and (iv) SVEDKA Divestiture; partially offset by
•(i) changes to valuation allowances and (ii) effective tax rates applicable for foreign businesses.

For additional information, refer to Note 14.

We expect our reported effective tax rate for Fiscal 2027 to be in the range of 19% to 21%.

Net income (loss) attributable to CBI
Net income (loss) attributable to CBI increased to $1,686.7 million for Fiscal 2026 from $(81.4) million for Fiscal 2025. This increase of $1,768.1 million is largely attributable to Fiscal 2025 Wine and Spirits-related impairments, including goodwill, trademarks, and then-existing assets held for sale, partially offset by the (i) net sales declines in both the Wine and Spirits and Beer segments and (ii) provision for income taxes as compared to the benefit from income taxes for Fiscal 2025.


LIQUIDITY AND CAPITAL RESOURCES

General
Our primary source of liquidity has been cash flow from operating activities. Our ability to consistently generate robust cash flow from our operations is one of our most significant financial strengths. It enables us to invest in our people and our brands, make capital investments and strategic acquisitions, provide a cash dividend program, and repurchase shares of our common stock. Our largest use of cash in our operations is for purchasing and carrying inventories and carrying seasonal accounts receivable. Historically, we have used this cash flow to repay our short-term borrowings and fund capital expenditures. Additionally, our commercial paper program is used to fund our short-term borrowing requirements and to maintain our access to the capital markets. We use our short-term borrowings, including our commercial paper program, to support our working capital requirements and capital expenditures, among other things.

We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures, and repay scheduled principal and interest payments on debt. Absent deterioration of market conditions, we believe that cash flows from operating and financing activities will provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt, anticipated dividend payments, periodic share repurchases, and planned capital expenditure requirements for both our short-term and long-term capital needs.

We have an agreement with a financial institution for payment services and to facilitate a voluntary supply chain finance program through this participating financial institution. The program is available to certain of our suppliers allowing them the option to manage their cash flow. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. For additional information, refer to Note 17.

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Cash Flows
Fiscal
2026		 Fiscal
2025		 Dollar
Change
(in millions)
Net cash provided by (used in):
Operating activities $ 2,669.0  $ 3,152.2  $ (483.2)
Investing activities 16.5  (974.8) 991.3 
Financing activities (2,656.0) (2,261.8) (394.2)
Effect of exchange rate changes on cash and cash equivalents 4.8  0.1  4.7 
Net increase (decrease) in cash and cash equivalents $ 34.3  $ (84.3) $ 118.6 

Operating activities
The decrease in net cash provided by (used in) operating activities consists of:
Fiscal
2026		 Fiscal
2025		 Dollar
Change
(in millions)
Net income (loss) $ 1,756.8  $ (31.1) $ 1,787.9 
Deferred tax provision (benefit) 510.5  (210.3) 720.8 
Depreciation 418.7  445.7  (27.0)
Assets impairment and related expenses
 109.8  478.0  (368.2)
(Gain) loss on sale of business 31.9  (266.0) 297.9 
Goodwill and intangible assets impairment —  2,797.7  (2,797.7)
Other non-cash adjustments 26.5  72.4  (45.9)
Change in operating assets and liabilities, net of effects from purchase and sale of business (185.2) (134.2) (51.0)
Net cash provided by (used in) operating activities $ 2,669.0  $ 3,152.2  $ (483.2)

The $51.0 million net change in operating assets and liabilities was largely driven by (i) higher accounts receivable for the Beer segment as a result of timing of sales and collections, as well as (ii) lower accounts payable for both the Beer and Wine and Spirits segments, driven by the timing of purchases and lower purchasing activity following the Wine and Spirits Divestitures, respectively, and (iii) lower other accrued expenses and liabilities for the Wine and Spirits segment resulting from contract buyouts and reduced promotions each resulting from the Wine and Spirits Divestitures. These changes were partially offset by lower (i) accounts receivables for the Wine and Spirits segment due to lower net sales, reflecting the impact of the Wine and Spirits Divestitures, (ii) prepaid expenses and other current assets for the Beer segment driven by the timing of collections for recoverable value-added taxes, and (iii) Beer segment inventory levels. Additionally, net cash provided by operating activities was positively impacted by lower Fiscal 2026 income tax payments as compared to Fiscal 2025 following the resolution of various tax examinations and assessments.

Investing activities
Net cash provided by (used in) investing activities increased to $16.5 million for Fiscal 2026 from $(974.8) million for Fiscal 2025. This increase of $991.3 million, or 102%, was primarily due to (i) $441.3 million of higher proceeds from sale of business, driven by the 2025 Wine Divestitures, (ii) $339.1 million of reduced capital expenditures for Fiscal 2026 as compared to Fiscal 2025, and (iii) $158.7 million of reduced business acquisition activity for Fiscal 2026, driven by the June 2024 acquisition of the Sea Smoke wine business.

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Business acquisitions and divestitures consist primarily of the following:
Fiscal
2026		 Fiscal
2025
Acquisitions
•None
•Sea Smoke
Divestitures
•2025 Wine Divestitures
•SVEDKA Divestiture

For additional information on these acquisitions and divestitures, refer to Notes 2 and 9.

Financing activities
The increase in net cash provided by (used in) financing activities consists of:
Fiscal
2026		 Fiscal
2025		 Dollar
Change
(in millions)
Net proceeds from (payments of) debt, current and long-term, and related activities $ (950.5) $ (391.8) $ (558.7)
Dividends paid (715.7) (731.8) 16.1 
Purchases of treasury stock (924.1) (1,123.8) 199.7 
Net cash provided by (used in) stock-based compensation activities
 (1.7) 60.0  (61.7)
Distributions to noncontrolling interests (62.5) (57.5) (5.0)
Payment of contingent consideration (1.5) (0.7) (0.8)
Purchase of noncontrolling interest —  (16.2) 16.2 
Net cash provided by (used in) financing activities $ (2,656.0) $ (2,261.8) $ (394.2)

Debt
Total debt outstanding as of February 28, 2026, amounted to $10,568.5 million, a decrease of $929.2 million, or 8%, from February 28, 2025. This decrease consisted of:
3595
Debt issuance
 Debt repayment

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Bank facilities
In May 2025, we entered into the 2025 Term Credit Agreement, which provided for a six-month delayed draw $500.0 million term loan facility. Effective October 21, 2025, we terminated all commitments under the 2025 Term Credit Agreement.

In April 2025, we entered into the 2025 Restatement Agreement that amended and restated our then-existing senior credit facility. The 2025 Restatement Agreement resulted in (i) refinancing the existing $2.25 billion revolving credit facility, (ii) extending its maturity to April 28, 2030, and (iii) refining certain negative covenants. There are no borrowings outstanding under the 2025 Credit Agreement.

Senior notes
Issuance
In October 2025, we issued the 4.95% October 2025 Senior Notes. Proceeds from this offering, net of discount and debt issuance costs, of $495.0 million were used for general corporate purposes, including the repayment of the 4.40% October 2018 Senior Notes.

In May 2025, we issued the 4.80% May 2025 Senior Notes. Proceeds from this offering, net of discount and debt issuance costs, of $495.9 million were used for general corporate purposes, including repayment of commercial paper and other indebtedness, working capital, funding capital expenditures, and other business opportunities.

Repayment and Redemption
On November 17, 2025, we repaid the 4.40% October 2018 Senior Notes upon maturity, together with accrued and unpaid interest, using the proceeds from the 4.95% October 2025 Senior Notes and cash on hand. On July 2, 2025, we redeemed the 4.75% December 2015 Senior Notes prior to maturity using proceeds from the 2025 Wine Divestitures and cash on hand. On June 12, 2025, we redeemed the 5.00% February 2023 Senior Notes prior to maturity using proceeds from the 2025 Wine Divestitures. The 4.75% December 2015 Senior Notes and the 5.00% February 2023 Senior Notes were redeemed at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest.

General
The majority of our outstanding borrowings as of February 28, 2026, consisted of fixed-rate senior unsecured notes, with maturities ranging from calendar 2026 to calendar 2050, as follows:
4295
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Additionally, we have a commercial paper program which provides for the issuance of up to an aggregate principal amount of $2.25 billion of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2025 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility.

We do not have purchase commitments from buyers for our commercial paper and, therefore, our ability to issue commercial paper is subject to market demand. If the commercial paper market is not available to us for any reason when commercial paper borrowings mature, we expect to utilize unused commitments under our revolving credit facility under our 2025 Credit Agreement to repay commercial paper borrowings. We do not expect that fluctuations in demand for commercial paper will affect our liquidity given our borrowing capacity available under our revolving credit facility.

We had the following remaining borrowing capacity available under our 2025 Credit Agreement:
February 28,
2026		 April 17,
2026
(in millions)
Revolving credit facility (1)
 $ 1,966.6 $ 2,039.2
(1)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under our 2025 Credit Agreement and outstanding borrowings under our commercial paper program (excluding unamortized discount) of $272.1 million and $199.5 million as of February 28, 2026, and April 17, 2026, respectively.

The financial institutions participating in our 2025 Credit Agreement have complied with prior funding requests and we believe they will comply with any future funding requests. However, there can be no assurances that any particular financial institution will continue to do so.

As of February 28, 2026, we and our subsidiaries were subject to covenants that are contained in our 2025 Credit Agreement, including those restricting the incurrence of additional subsidiary indebtedness, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions, and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a maximum net leverage ratio, both as defined in our 2025 Credit Agreement. As of February 28, 2026, under our 2025 Credit Agreement, the minimum interest coverage ratio was 2.5x and the maximum net leverage ratio was 4.0x.

Our indentures relating to our outstanding senior notes contain certain covenants, including, but not limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions, and (iii) restrictions on mergers, consolidations, and the transfer of all or substantially all of our assets to another person.

As of February 28, 2026, we were in compliance with our covenants under our 2025 Credit Agreement and our indentures, and have met all debt payment obligations.

For further discussion and presentation of our borrowings and available sources of borrowing, refer to Note 13.

Common Stock Dividends
On April 8, 2026, our Board of Directors declared a quarterly cash dividend of $1.03 per share of Class A Stock and $0.93 per share of Class 1 Stock payable on May 14, 2026, to stockholders of record of each class as of the close of business on April 29, 2026. We expect to return approximately $700 million to stockholders in Fiscal 2027 through cash dividends.

We currently expect to continue to pay a regular quarterly cash dividend to stockholders of our common stock in the future, but such payments are subject to approval of our Board of Directors and are dependent upon our financial
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condition, results of operations, capital requirements, and other factors, including those set forth under Item 1A. “Risk Factors” of this Form 10-K.

Share Repurchase Program
In April 2025, our Board of Directors authorized a repurchase of up to $4.0 billion of our publicly traded common stock under the 2025 Authorization, which expires in February 2028.

During Fiscal 2026, we repurchased 5,652,107 shares of Class A Stock pursuant to the 2025 Authorization at an aggregate cost of $924.1 million, through open market transactions. Subsequent to February 28, 2026, we repurchased 641,481 shares of Class A Stock pursuant to the 2025 Authorization at an aggregate cost of $98.7 million, through open market transactions and a 10b5-1 Trading Plan. These aggregate costs exclude the impact of Federal excise tax owed pursuant to the IRA. We primarily used cash on hand to pay the purchase price for the repurchased shares.

As of April 17, 2026, total shares repurchased are as follows:
Class A Stock
Repurchase
Authorization
Dollar Value
of Shares
Repurchased
Number of
Shares
Repurchased
(in millions, except share data)
2025 Authorization (1)
 $ 4,000.0 $ 1,022.8 6,293,588
(1)As of April 17, 2026, $2,977.2 million remains available for future share repurchases, excluding the impact of Federal excise tax owed pursuant to the IRA.

Share repurchases under the 2025 Authorization may be accomplished at management’s discretion from time to time based on market conditions, our cash and debt position, and other factors as determined by management. Shares may be repurchased through open market or privately negotiated transactions. We may fund future share repurchases with cash generated from operations, proceeds from borrowings, and/or divestiture proceeds. Any repurchased shares will become treasury shares, including shares previously repurchased under the 2025 Authorization. Additionally, share repurchases are dependent upon our financial condition, results of operations, capital requirements, and other factors, including those set forth under Item 1A. “Risk Factors” of this Form 10-K.

For additional information, refer to Note 18.

Capital Resources
We have maintained adequate liquidity to meet working capital requirements, fund capital expenditures, and repay scheduled principal and interest payments on debt. Absent deterioration of market conditions, we believe that cash flows from operating and financing activities will provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt, anticipated dividend payments, periodic share repurchases, and planned capital expenditure requirements for both our short-term and long-term capital needs.

The following sets forth information about our outstanding obligations at February 28, 2026. For a detailed discussion of the items noted in the following table, refer to Notes 12 through 17.
Short-term payments Long-term payments Total
(in millions)
Contractual obligations
Short-term borrowings $ 272.0 $ — $ 272.0
Interest payments on short-term debt $ 0.3 $ — $ 0.3
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Short-term payments Long-term payments Total
(in millions)
Long-term debt (excluding unamortized debt issuance costs and unamortized discounts) $ 604.1 $ 9,757.1 $ 10,361.2
Interest payments on long-term debt (1)
 $ 413.0 $ 3,169.1 $ 3,582.1
Operating leases $ 128.6 $ 657.5 $ 786.1
Other long-term liabilities (2)
 $ 95.0 $ 96.9 $ 191.9
Purchase obligations
Raw materials and supplies $ 1,460.1 $ 2,880.2 $ 4,340.3
Contract services $ 159.1 $ 415.5 $ 574.6
Capital expenditures (3)
 $ 47.1 $ 23.1 $ 70.2
In-process and finished goods inventories $ 8.0 $ 13.9 $ 21.9
(1)Interest payments on long-term debt do not include interest related to finance lease obligations as amounts are not material.
(2)Other long-term liabilities do not include payments for unrecognized tax benefit liabilities of $241.0 million due to the uncertainty of the timing of future cash flows associated with these unrecognized tax benefit liabilities. In addition, other long-term liabilities do not include expected payments for interest and penalties associated with unrecognized tax benefit liabilities as amounts are not material. For a detailed discussion of these items, refer to Note 14.
(3)Contracts to purchase equipment and services primarily related to the Brewery Projects. For further information about these purchase obligations, refer to “Capital Expenditures” below.

Capital Expenditures
Capital expenditures for Fiscal 2026 totaled $875.0 million, of which $762.4 million related to the Beer segment. These expenditures were driven by continued investments in the Brewery Projects. We plan to spend approximately $800 million for capital expenditures in Fiscal 2027, almost entirely focused on our Brewery Projects. The remaining planned Fiscal 2027 capital expenditures consist of improvements to existing operating facilities and replacements of existing equipment and/or buildings. Management reviews the capital expenditure program periodically and modifies it as required to meet current and projected future business needs.

Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect amounts reported in our consolidated financial statements. Estimates are based on historical experience, observance of trends in the industry, information provided by our Customers, and information available from other outside sources, as appropriate. We review estimates to ensure that they appropriately reflect changes in our business on an ongoing basis. Certain policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by management to determine appropriate assumptions to be used in certain estimates; as a result, they are subject to an inherent degree of uncertainty. See Note 1 for a description of our significant accounting policies. Our critical accounting estimates include:

Goodwill and other intangible assets
Goodwill and other intangible assets are classified into three categories: (i) goodwill, (ii) intangible assets with definite lives subject to amortization, and (iii) intangible assets with indefinite lives not subject to amortization. For intangible assets with definite lives, impairment testing is required if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and for goodwill, impairment testing is required at least annually or more frequently if events or changes in circumstances indicate that these assets might be impaired. We may perform a qualitative evaluation prior to a quantitative test to determine if an impairment exists. However, if the
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PART II ITEM 7. MD&A
results of the qualitative evaluation are inconclusive or suggest an impairment may exist, we must proceed to the quantitative test. The qualitative evaluation is an assessment of factors, including market conditions, industry changes, actual results as compared to forecasted results, or the timing of recent acquisitions and/or divestitures. The quantitative test estimates the fair value utilizing assumptions and projections regarding items such as future cash flows, revenues, earnings, and other factors. The factors and assumptions used reflect our estimates and are based on historical trends, projections, and assumptions, including expectations of future economic and competitive conditions that are used in current strategic operating plans; however, these are subject to change as a result of changing market conditions. If these estimates or their related assumptions change in the future, we may be required to recognize an impairment loss for these assets. The recognition of any resulting impairment loss could have a material adverse impact on our financial statements.

We perform annual impairment tests and re-evaluate the useful lives of other intangible assets with indefinite lives at the annual impairment test measurement date of January 1 or when circumstances arise that indicate a possible impairment or change in useful life might exist.

Goodwill
We currently have one reporting unit with goodwill: the Beer segment. Prior to Fiscal 2026, we had two reporting units with goodwill: the Beer segment and the Wine and Spirits segment. The goodwill associated with the Wine and Spirits segment was fully impaired during Fiscal 2025. Therefore, in the fourth quarter of Fiscal 2026, we performed our annual goodwill impairment analysis only for the Beer reporting unit, using the qualitative assessment. We determined it is more likely than not the fair value of our Beer reporting unit exceeded its carrying value, and therefore no goodwill impairment was recognized related to this test.

In the fourth quarter of Fiscal 2025, we performed our annual goodwill impairment analysis for the Beer reporting unit and Wine and Spirits reporting unit using both the qualitative and quantitative assessments. No indication of impairment was noted for our Beer reporting unit utilizing the qualitative assessment, as the estimated fair value of goodwill exceeded its carrying value.

During the second quarter of Fiscal 2025, in connection with continued negative trends within our Wine and Spirits business primarily attributable to our U.S. wholesale market, driven by declines in both the overall wine market and in our mainstream and premium wine brands, management updated its Fiscal 2025 outlook for this reporting unit. The updated forecast indicated it was more likely than not the fair value of the Wine and Spirits reporting unit might be below its carrying value. Accordingly, we performed an interim quantitative assessment for goodwill impairment. This assessment indicated the carrying value of the Wine and Spirits reporting unit exceeded its estimated fair value, resulting in a $2,250.0 million goodwill impairment. During the fourth quarter of Fiscal 2025, we performed our annual impairment analysis and updated our estimate of the Wine and Spirits reporting unit fair value to reflect the latest financial projections and an increase in the discount rate. As a result, we recognized an additional $490.7 million goodwill impairment to write-off the remaining goodwill balance for the Wine and Spirits reporting unit as of February 28, 2025.

When performing a quantitative assessment for impairment of goodwill, we measure the amount of impairment by calculating the amount by which the carrying value exceeds its estimated fair value. The estimated fair value of our reporting units are determined based on the discounted cash flow model. The most significant assumptions used in the discounted cash flow model for the Wine and Spirits reporting unit in Fiscal 2025 were: (i) a 9% discount rate (for the interim assessment) and a 10% discount rate (for the annual assessment), (ii) a 1.5% expected long-term growth rate, and (iii) the annual cash flow projections.

For Fiscal 2024, as a result of our annual goodwill impairment analyses, we concluded that there were no indications of impairment for either of our reporting units.

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Other intangible assets
Our intangible assets consist primarily of customer relationships and trademarks obtained through business acquisitions. Customer relationships are amortized over their estimated useful lives. The trademarks that were determined to have indefinite useful lives are not amortized. Using the quantitative assessment, our trademarks are evaluated for impairment by comparing the carrying value of the trademarks to their estimated fair value. The estimated fair value of trademarks is calculated based on an income approach using the relief from royalty method.

In connection with our annual trademark analysis, we performed a qualitative assessment for the imported beer, wine, and spirits trademarks and concluded that there were no indications of impairment for these trademark units for Fiscal 2026.

We performed a qualitative assessment in Fiscal 2025, as part of our annual analysis, for the imported beer and spirits trademarks and concluded that there were no indications of impairment for these trademark units. We re-evaluated the wine units of account in contemplation of the 2025 Wine Divestitures and determined it was appropriate to have two units of account, (i) then-existing held for sale brands and (ii) remaining brands. We performed a quantitative impairment test for the then-existing held for sale brands and remaining brands trademark units as certain continued negative trends indicated the fair value may not exceed its carrying value. When using the quantitative assessment, the estimated fair value of the trademarks is calculated based on an income approach using the relief from royalty method.

The most significant assumptions used in the relief from royalty method to determine the estimated fair value of intangible assets with indefinite lives in connection with this impairment testing in Fiscal 2025 were: (i) a 3% royalty rate (then-existing held for sale brands trademark unit) and a 7% royalty rate (remaining brands trademark unit), (ii) an 11% discount rate, (iii) a 1.5% expected long-term growth rate, and (iv) the annual revenue projections. This assessment indicated (i) the carrying value of the then-existing held for sale brands trademark unit exceeded its estimated fair value, resulting in a $57.0 million trademark impairment as of February 28, 2025, and (ii) the estimated fair value of the remaining brands trademark unit exceeded its carrying value. We proceeded to perform sensitivities in our impairment testing of the remaining brands trademarks by (i) decreasing the royalty rate 50 basis points, (ii) increasing the discount rate 50 basis points, (iii) decreasing the expected long-term growth rate 50 basis points, and (iv) decreasing the annual revenue projections 100 basis points. None of these sensitivities individually would have resulted in a conclusion that the trademarks in our remaining brands reporting unit were impaired.

We performed quantitative assessments in Fiscal 2024 for the imported beer, wine, and spirits trademarks. There were no indications of impairment for any of our trademarks for Fiscal 2024.

Divestitures
When some, but not all of a reporting unit that constitutes a business is disposed of, some of the goodwill of the reporting unit should be allocated to the portion of the reporting unit being disposed of. The allocation of goodwill is based on the relative fair values of the portion of the reporting unit being disposed of and the portion of the reporting unit remaining. This approach requires a determination of the fair value of both the business being disposed and the businesses retained within the reporting unit.

For Fiscal 2025, our estimate of fair value for the SVEDKA Divestiture was determined based on the expected proceeds from the applicable transaction. The components sold were a part of the Wine and Spirits segment and were included in that reporting unit through the date of divestiture. Goodwill was allocated to the assets based on the relative fair value of the business being sold compared to the relative fair value of the reporting unit. Goodwill not allocated to assets associated with the divestiture remained in the Wine and Spirits reporting unit.

For additional information on our goodwill and intangible assets refer to Notes 2, 8, 9, 10, and 14.

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Accounting for income taxes
We estimate our deferred tax assets and liabilities, income taxes payable, provision for income taxes, and unrecognized tax benefit liabilities based upon various factors including, but not limited to, historical pretax operating income, future estimates of pretax operating income, differences between book and tax treatment of various items of income and expense, interpretation of tax laws, and tax planning strategies. We are subject to income taxes in Italy, Malta, Mexico, New Zealand, Switzerland, the U.S., and other jurisdictions. We are regularly audited by federal, state, and foreign tax authorities, but a number of years may elapse before an uncertain tax position is audited and finally resolved.

We believe all tax positions are fully supported. We recognize tax assets and liabilities in accordance with the FASB guidance for income tax accounting. Accordingly, we recognize a tax benefit from an uncertain tax position when it is more likely than not the position will be sustained upon examination based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. In addition, changes in existing tax laws or rates could significantly change our current estimate of our unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Changes in current estimates, if significant, could have a material adverse impact on our financial statements.

We recognize our deferred tax assets and liabilities based upon the expected future tax outcome of amounts recognized in our results of operations. If necessary, we recognize a valuation allowance on deferred tax assets when it is more likely than not they will not be realized. We evaluate our ability to realize the tax benefits associated with deferred tax assets by assessing the adequacy of future expected taxable income, historical and projected operating results, and the availability of prudent and feasible tax planning strategies. The realization of deferred tax assets is evaluated by jurisdiction and the realizability of these assets can vary based on the character of the tax attribute and the carryforward periods specific to each jurisdiction. We believe it is more likely than not the results of future operations will generate sufficient taxable income to realize our existing deferred tax assets, net of valuation allowances. Changes in the realizability of our deferred tax assets will be reflected in our effective tax rate in the period in which they are determined.

Change in Accounting Guidance
Accounting guidance adopted for Fiscal 2026 did not have a material impact on our consolidated financial statements. For information on recently adopted accounting guidance and accounting guidance not yet adopted, see Note 1.
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PART II ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of our global operating, investment, acquisition, divestiture, and financing activities, we are exposed to market risk associated with changes in foreign currency exchange rates, commodity prices, and interest rates. These risks may be influenced by, among other factors, trade policies, tariffs, and foreign or domestic legal and regulatory requirements. To manage the volatility relating to these risks, we periodically purchase and/or sell derivative instruments including foreign currency forward and option contracts, commodity swap contracts, cross-currency swap contracts, interest rate swap contracts, and Pre-issuance hedge contracts. We use derivative instruments to reduce earnings and cash flow volatility resulting from shifts in market rates, as well as to hedge economic exposures. We do not enter into derivative instruments for trading or speculative purposes.

Foreign currency and commodity price risk
Foreign currency derivative instruments are or may be used to hedge existing foreign currency denominated assets and liabilities, forecasted foreign currency denominated sales/purchases to/from third parties as well as intercompany sales/purchases, intercompany principal and interest payments, and in connection with investments, acquisitions, or divestitures outside the U.S. As of February 28, 2026, we had exposures to foreign currency risk primarily related to the Mexican peso, New Zealand dollar, Canadian dollar, and euro. We aim to hedge 100% of our balance sheet exposures. As of February 28, 2026, 73% of our forecasted transactional exposures for the year ending February 28, 2027, were hedged.

Commodity derivative instruments are or may be used to hedge forecasted commodity purchases from third parties as either economic hedges or accounting hedges. As of February 28, 2026, exposures to commodity price risk which we are currently hedging include aluminum, corn, diesel fuel, and natural gas prices. Approximately 79% of our forecasted transactional exposures for the year ending February 28, 2027, were hedged as of February 28, 2026.

We have performed a sensitivity analysis to estimate our exposure to market risk of foreign exchange rates and commodity prices reflecting the impact of a hypothetical 10% adverse change in the applicable market. The volatility of the applicable rates and prices is dependent on many factors which cannot be forecasted with reliable accuracy. Gains or losses from the revaluation or settlement of the related underlying positions would substantially offset such gains or losses on the derivative instruments. The aggregate notional value, estimated fair value, and sensitivity analysis for our open foreign currency and commodity derivative instruments are summarized as follows:
Aggregate
Notional Value		 Fair Value,
Net Asset (Liability)		 Increase (Decrease)
in Fair Value – Hypothetical
10% Adverse Change
February 28,
2026		 February 28,
2025		 February 28,
2026		 February 28,
2025		 February 28,
2026		 February 28,
2025
(in millions)
Foreign currency contracts $ 2,603.1  $ 3,221.8  $ 333.6  $ 20.6  $ (185.2) $ (213.7)
Commodity derivative contracts $ 335.5  $ 322.1  $ 23.8  $ (3.2) $ (32.1) $ 28.5 
Net investment hedge contracts
 $ 145.5  $ —  $ (6.7) $ —  $ 14.6  $ — 

Interest rate risk
The estimated fair value of our fixed interest rate debt is subject to interest rate risk, credit risk, and foreign currency risk. In addition, we also have variable interest rate debt outstanding (primarily SOFR-based), certain of which includes a fixed margin subject to the same risks identified for our fixed interest rate debt.

As of February 28, 2026, and February 28, 2025, we had $50.0 million and $275.0 million, respectively, of outstanding cash flow designated, Pre-issuance hedge contracts designed to minimize interest rate volatility on our future debt
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PART II ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
issuances. There were no other cash flow designated or undesignated interest rate swap contracts outstanding as of February 28, 2026 or February 28, 2025.

We have performed a sensitivity analysis to estimate our exposure to market risk of interest rates reflecting the impact of a hypothetical 1% increase in the prevailing interest rates. The volatility of the applicable rates is dependent on many factors which cannot be forecasted with reliable accuracy.

The aggregate notional value, estimated fair value, and sensitivity analysis for our outstanding fixed-rate debt, including current maturities, are summarized as follows:
Aggregate
Notional Value		 Fair Value
Net Asset (Liability)		 Increase (Decrease)
in Fair Value –
Hypothetical
1% Rate Increase
February 28,
2026		 February 28,
2025		 February 28,
2026		 February 28,
2025		 February 28,
2026		 February 28,
2025
(in millions)
Fixed interest rate debt $ 10,361.1  $ 10,758.7  $ (9,858.2) $ (9,990.0) $ (528.2) $ (533.7)
Pre-issuance hedge contracts $ 50.0  $ 275.0  $ —  $ 2.2  $ 4.0  $ 15.7 

A 1% hypothetical change in the prevailing interest rates would have increased interest expense on our variable interest rate debt by $2.8 million and $5.3 million for the years ended February 28, 2026, and February 28, 2025, respectively.

For additional discussion on our market risk, refer to Notes 7 and 8.
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2026
Page
Management’s Annual Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm (PCAOB ID 185)
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
1 . Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
2 . Acquisitions and Divestitures
3 . Restructuring
4 . Inventories
5 . Prepaid Expenses and Other
6 . Property, Plant, and Equipment, Net
7 . Derivative Instruments
8 . Fair Value of Financial Instruments
9 . Goodwill
10 . Intangible Assets
11 . Other Assets
12 . Other Accrued Expenses and Liabilities
13 . Borrowings
14 . Income Taxes
15 . Deferred Income Taxes and Other Liabilities
16 . Leases
17 . Commitments and Contingencies
18 . Stockholders' Equity
19 . Stock-Based Employee Compensation
20 . Net Income (Loss) Per Common Share Attributable to CBI
21 . Accumulated Other Comprehensive Income (Loss)
22 . Significant Customers and Concentration of Credit Risk
23 . Business Segment Information
24 . Selected Quarterly Financial Information (unaudited)
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Annual Report on Internal Control Over Financial Reporting

Management of Constellation Brands, Inc. and subsidiaries (the Company) is responsible for establishing and maintaining an adequate system of internal control over financial reporting. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.

Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of February 28, 2026.

The effectiveness of the Company’s internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Constellation Brands, Inc.:

Opinion on Internal Control Over Financial Reporting
We have audited Constellation Brands, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of February 28, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 28, 2026 and 2025, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 28, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated April 22, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Rochester, New York
April 22, 2026
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Constellation Brands, Inc.:

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Constellation Brands, Inc. and subsidiaries (the Company) as of February 28, 2026 and 2025, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 28, 2026, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended February 28, 2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 28, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 22, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Unrecognized tax benefits
As discussed in Notes 1 and 14 to the consolidated financial statements, the Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination. The Company has recorded unrecognized tax benefits of $254.1 million as of February 28, 2026.

We identified the evaluation of certain of the Company’s unrecognized tax benefits as a critical audit matter. Specifically, complex auditor judgment, including the involvement of tax and valuation professionals with specialized
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
skills and knowledge, was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to evaluate uncertain tax positions. This included controls related to the interpretation of tax law, its application in the liability estimation process, and the review of activity that could result in changes to the Company’s unrecognized tax benefits. We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the Company’s interpretation of tax law and tax authority rulings and in performing an independent assessment of certain of the Company’s tax positions and the amount of unrecognized tax benefit, if any, and comparing the results to the Company’s assessment. We also involved valuation professionals with specialized skills and knowledge, who assisted in assessing certain transfer pricing studies for compliance with applicable laws and regulations.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Rochester, New York
April 22, 2026
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
February 28,
2026		 February 28,
2025
ASSETS
Current assets:
Cash and cash equivalents $ 102.4  $ 68.1 
Accounts receivable 658.2  736.5 
Inventories 1,433.9  1,437.2 
Prepaid expenses and other 711.8  561.1 
Assets held for sale —  913.5 
Total current assets 2,906.3  3,716.4 
Property, plant, and equipment, net
 8,520.9  7,409.8 
Goodwill 5,233.9  5,126.8 
Intangible assets 2,533.0  2,532.3 
Deferred income taxes 1,370.3  1,805.3 
Other assets 1,336.1  1,061.7 
Total assets $ 21,900.5  $ 21,652.3 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings $ 272.0  $ 806.7 
Current maturities of long-term debt 603.6  1,402.0 
Accounts payable 960.2  939.8 
Other accrued expenses and liabilities 854.0  886.7 
Total current liabilities 2,689.8  4,035.2 
Long-term debt, less current maturities 9,692.9  9,289.0 
Deferred income taxes and other liabilities 1,130.9  1,193.3 
Total liabilities 13,513.6  14,517.5 
Commitments and contingencies (Note 17)
CBI stockholders’ equity:
Preferred Stock, $0.01 par value – Authorized, 1,000,000 shares; Issued, none
 —  — 
Class A Stock, $0.01 par value – Authorized, 322,000,000 shares; Issued, 212,699,542 shares and 212,698,298 shares, respectively
 2.1  2.1 
Class 1 Stock, $0.01 par value – Authorized, 25,000,000 shares; Issued, 25,923 shares and 27,037 shares, respectively
 —  — 
Additional paid-in capital 2,185.7  2,144.6 
Retained earnings 13,574.4  12,603.4 
Accumulated other comprehensive income (loss) 423.2  (662.7)
Class A Stock in treasury, at cost, 39,927,096 shares and 34,505,141 shares, respectively
 (8,103.0) (7,205.4)
Total CBI stockholders’ equity 8,082.4  6,882.0 
Noncontrolling interests 304.5  252.8 
Total stockholders’ equity 8,386.9  7,134.8 
Total liabilities and stockholders’ equity $ 21,900.5  $ 21,652.3 
The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions, except per share data)
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
NET INCOME (LOSS) ATTRIBUTABLE TO CBI
Sales $ 9,755.5  $ 10,956.9  $ 10,711.0 
Excise taxes (616.5) (748.2) (749.2)
Net sales 9,139.0  10,208.7  9,961.8 
Cost of product sold (4,427.5) (4,894.1) (4,944.3)
Gross profit 4,711.5  5,314.6  5,017.5 
Selling, general, and administrative expenses (1,848.4) (1,950.0) (1,832.7)
Goodwill and intangible assets impairment —  (2,797.7) — 
Asset impairment and related expenses
 (109.8) (478.0) — 
Gain (loss) on sale of business (31.9) 266.0  (15.1)
Operating income (loss) 2,721.4  354.9  3,169.7 
Income (loss) from unconsolidated investments 9.0  (26.3) (511.8)
Interest expense, net (352.6) (411.4) (436.1)
Income (loss) before income taxes 2,377.8  (82.8) 2,221.8 
(Provision for) benefit from income taxes (621.0) 51.7  (456.6)
Net income (loss) 1,756.8  (31.1) 1,765.2 
Net (income) loss attributable to noncontrolling interests (70.1) (50.3) (37.8)
Net income (loss) attributable to CBI $ 1,686.7  $ (81.4) $ 1,727.4 
CLASS A STOCK
Net income (loss) per common share attributable to CBI – basic $ 9.62  $ (0.45) $ 9.42 
Net income (loss) per common share attributable to CBI – diluted $ 9.61  $ (0.45) $ 9.39 
Weighted average common shares outstanding – basic 175.414  181.476  183.307 
Weighted average common shares outstanding – diluted 175.568  181.476  183.959 
Cash dividends declared per common share $ 4.08  $ 4.04  $ 3.56 
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CBI
Net income (loss) $ 1,756.8  $ (31.1) $ 1,765.2 
Other comprehensive income (loss), net of income tax effect:
Foreign currency translation adjustments 858.0  (818.7) 293.1 
Unrealized net gain (loss) on derivative instruments 277.5  (256.6) 70.0 
Pension/postretirement adjustments (5.3) 2.2  1.2 
Share of other comprehensive income (loss) of equity method investments (0.2) (10.6) — 
Other comprehensive income (loss), net of income tax effect 1,130.0  (1,083.7) 364.3 
Comprehensive income (loss) 2,886.8  (1,114.8) 2,129.5 
Comprehensive (income) loss attributable to noncontrolling interests (114.2) (6.1) (53.8)
Comprehensive income (loss) attributable to CBI $ 2,772.6  $ (1,120.9) $ 2,075.7 
The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions)
Class A
Stock		 Additional
Paid-in
Capital		 Retained
Earnings		 Accumulated
Other
Comprehensive
Income (Loss)		 Treasury
Stock		 Non-controlling
Interests		 Total
Balance at February 28, 2023 $ 2.1  $ 1,903.0  $ 12,343.9  $ 28.5  $ (5,863.9) $ 320.3  $ 8,733.9 
Comprehensive income (loss):
Net income (loss) —  —  1,727.4  —  —  37.8  1,765.2 
Other comprehensive income (loss), net of income tax effect —  —  —  348.3  —  16.0  364.3 
Comprehensive income (loss) 2,129.5 
Repurchase of shares —  —  —  —  (249.7) —  (249.7)
Dividends declared —  —  (654.1) —  —  —  (654.1)
Noncontrolling interest distributions —  —  —  —  —  (52.6) (52.6)
Shares issued under equity compensation plans —  80.6  —  —  13.3  —  93.9 
Stock-based compensation —  63.7  —  —  —  —  63.7 
Balance at February 29, 2024 2.1  2,047.3  13,417.2  376.8  (6,100.3) 321.5  10,064.6 
Comprehensive income (loss):
Net income (loss) —  —  (81.4) —  —  50.3  (31.1)
Other comprehensive income (loss), net of income tax effect —  —  —  (1,039.5) —  (44.2) (1,083.7)
Comprehensive income (loss) (1,114.8)
Repurchase of shares —  —  —  —  (1,123.8) —  (1,123.8)
Dividends declared —  —  (732.4) —  —  —  (732.4)
Noncontrolling interest distributions —  —  —  —  —  (57.5) (57.5)
Shares issued under equity compensation plans —  33.5  —  —  18.7  —  52.2 
Stock-based compensation —  71.9  —  —  —  —  71.9 
Purchase of noncontrolling interest
 —  (8.1) —  —  —  (17.3) (25.4)
Balance at February 28, 2025 2.1  2,144.6  12,603.4  (662.7) (7,205.4) 252.8  7,134.8 
Comprehensive income (loss):
Net income (loss) —  —  1,686.7  —  —  70.1  1,756.8 
Other comprehensive income (loss), net of income tax effect —  —  —  1,085.9  —  44.1  1,130.0 
Comprehensive income (loss) 2,886.8 
Repurchase of shares —  —  —  —  (924.1) —  (924.1)
Dividends declared —  —  (715.7) —  —  —  (715.7)
Noncontrolling interest distributions —  —  —  —  —  (62.5) (62.5)
Shares issued under equity compensation plans —  (27.2) —  —  26.5  —  (0.7)
Stock-based compensation —  68.3  —  —  —  —  68.3 
Balance at February 28, 2026 $ 2.1  $ 2,185.7  $ 13,574.4  $ 423.2  $ (8,103.0) $ 304.5  $ 8,386.9 
The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,756.8  $ (31.1) $ 1,765.2 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized net (gain) loss on securities measured at fair value 5.0  47.9  85.4 
Deferred tax provision (benefit) 510.5  (210.3) 147.9 
Depreciation 418.7  445.7  427.9 
Stock-based compensation 67.7  72.2  63.6 
Equity in (earnings) losses of equity method investees and related activities, net of distributed earnings (2.5) (5.4) 321.2 
Noncash lease expense 127.4  112.4  91.3 
Equity method investments impairment 1.5  8.7  136.1 
Asset impairment and related expenses
 109.8  478.0  — 
(Gain) loss on sale of business 31.9  (266.0) 15.1 
Goodwill and intangible assets impairment —  2,797.7  — 
Change in operating assets and liabilities, net of effects from purchase and sale of business:
Accounts receivable 82.9  90.3  73.2 
Inventories (48.3) (152.2) (182.3)
Prepaid expenses and other current assets 3.4  (89.4) (76.5)
Accounts payable (3.7) 101.5  24.7 
Contract liabilities (71.5) (35.5) (11.0)
Other accrued expenses and liabilities (148.0) (48.9) (115.9)
Other (172.6) (163.4) 14.1 
Total adjustments 912.2  3,183.3  1,014.8 
Net cash provided by (used in) operating activities 2,669.0  3,152.2  2,780.0 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment (875.0) (1,214.1) (1,269.1)
Purchase of business, net of cash acquired —  (158.7) (7.5)
Investments in equity method investees and securities (18.0) (35.0) (34.6)
Proceeds from sale of assets 59.0  35.5  21.9 
Proceeds from sale of business 850.5  409.2  5.4 
Other investing activities —  (11.7) (2.0)
Net cash provided by (used in) investing activities 16.5  (974.8) (1,285.9)
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 997.7  —  1,144.4 
Principal payments of long-term debt (1,404.4) (957.0) (809.7)
Net proceeds from (repayments of) short-term borrowings (534.8) 565.3  (923.9)
Dividends paid (715.7) (731.8) (653.8)
Purchases of treasury stock (924.1) (1,123.8) (249.7)
Proceeds from shares issued under equity compensation plans 7.7  73.8  104.5 
Payments of minimum tax withholdings on stock-based payment awards (9.4) (13.8) (11.2)
Payments of debt issuance, debt extinguishment, and other financing costs (9.0) (0.1) (7.7)
Distributions to noncontrolling interests (62.5) (57.5) (52.6)
Payment of contingent consideration (1.5) (0.7) (14.9)
Purchase of noncontrolling interest —  (16.2) — 
Net cash provided by (used in) financing activities (2,656.0) (2,261.8) (1,474.6)
Effect of exchange rate changes on cash and cash equivalents 4.8  0.1  (0.6)
Net increase (decrease) in cash and cash equivalents 34.3  (84.3) 18.9 
Cash and cash equivalents, beginning of year 68.1  152.4  133.5 
Cash and cash equivalents, end of year $ 102.4  $ 68.1  $ 152.4 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year
Interest, net of interest capitalized $ 346.2  $ 416.1  $ 418.6 
Income taxes, net of refunds received $ 173.6  $ 197.1  $ 333.5 
Noncash investing and financing activities
Additions to property, plant, and equipment $ 125.2  $ 143.1  $ 269.6 
Purchase of noncontrolling interest $ —  $ 9.2  $ — 

The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2026

1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

We operate primarily in the beverage alcohol industry with operations in the U.S., Mexico, New Zealand, and Italy producing a powerful portfolio of consumer-connected, high-end imported beer brands, and exclusively higher-end wine and spirits brands.

BASIS OF PRESENTATION

Principles of consolidation
Our consolidated financial statements include our accounts and our majority-owned and controlled domestic and foreign subsidiaries. In addition, we have an equally-owned joint venture with Owens-Illinois. The joint venture owns and operates a state-of-the-art glass production plant which provides bottles exclusively for the Nava Brewery. We have determined that we are the primary beneficiary of this variable interest entity and accordingly, the results of operations of the joint venture are reported in the Beer segment and are included in our consolidated results of operations. All intercompany accounts and transactions are eliminated in consolidation.

Revision of prior period Note
We revised a prior period Note disclosure to correct an immaterial error in the presentation of changes in outstanding obligations under our supply chain finance program (see Note 17).

Equity method investments
If we are not required to consolidate our investment in another entity, we use the equity method when we (i) can exercise significant influence over the other entity and (ii) hold common stock and/or in-substance common stock of the other entity. Under the equity method, investments are carried at cost, plus or minus our equity in the increases and decreases in the investee’s net assets after the date of acquisition. We monitor our equity method investments for factors indicating other-than-temporary impairment. Dividends received from the investee reduce the carrying amount of the investment.

Management’s use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition
Our revenue (referred to in our financial statements as “sales”) consists primarily of the sale of beer, wine, and spirits domestically in the U.S. Sales of products are for cash or otherwise agreed-upon credit terms. Our payment terms vary by location and customer, however, the time period between when revenue is recognized and when payment is due is not significant. Our Customers consist primarily of wholesale distributors. Our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution, and shipping terms. We have elected to treat shipping as a fulfillment activity. Revenue is
Constellation Brands, Inc. FY 2026 Form 10-K
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PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
measured as the amount of consideration we expect to receive in exchange for the sale of our product. Our sales terms do not allow for a right of return except for matters related to any manufacturing defects on our part. Amounts billed to Customers for shipping and handling are included in sales.

As noted, the majority of our revenues are generated from the domestic sale of beer, wine, and spirits to wholesale distributors in the U.S. Our other revenue generating activities include the export of certain of our products to select international markets, as well as the sale of our products through state alcohol beverage control agencies and 3-tier eCommerce and DTC channels. We have evaluated these other revenue generating activities under the disaggregation disclosure criteria and concluded that they are immaterial for separate disclosure. See Note 23 for disclosure of net sales by product type.

Sales reflect reductions attributable to consideration given to Customers in various customer incentive programs, including pricing discounts on single transactions, volume discounts, promotional and advertising allowances, coupons, and rebates. This variable consideration is recognized as a reduction of the transaction price based upon expected amounts at the time revenue for the corresponding product sale is recognized. For example, customer promotional discount programs are entered into with certain distributors for certain periods of time. The amount ultimately reimbursed to distributors is determined based upon agreed-upon promotional discounts which are applied to distributors’ sales to retailers. Other common forms of variable consideration include volume rebates for meeting established sales targets, and coupons and mail-in rebates offered to the consumer. The determination of the reduction of the transaction price for variable consideration requires that we make certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recognized. We estimate this variable consideration by taking into account factors such as the nature of the promotional activity, historical information, and current trends, availability of actual results and expectations of customer and consumer behavior.

Excise taxes remitted to tax authorities are government-imposed excise taxes primarily on our beverage alcohol products. Excise taxes are shown on a separate line item as a reduction of sales and are recognized in our results of operations when the related product sale is recognized. Excise taxes are recognized as a current liability in other accrued expenses and liabilities, with the liability subsequently reduced when the taxes are remitted to the tax authority.

Cost of product sold
The types of costs included in cost of product sold are raw materials, packaging materials, manufacturing costs, plant administrative support and overheads, and freight and warehouse costs (including distribution network costs). Distribution network costs include inbound freight charges and outbound shipping and handling costs, purchasing and receiving costs, inspection costs, and warehousing and internal transfer costs.

Selling, general, and administrative expenses
The types of costs included in selling, general, and administrative expenses consist predominantly of advertising and non-manufacturing administrative and overhead costs. We expense advertising (hereafter referred to as “marketing”) costs as incurred, shown, or distributed. Marketing expense for the years ended February 28, 2026, February 28, 2025, and February 29, 2024, was $867.4 million, $931.2 million, and $853.5 million, respectively.

Foreign currency translation
The functional currency of our foreign subsidiaries is generally the respective local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate for the period. The resulting translation adjustments are recognized as a component of AOCI. Gains or losses resulting from foreign currency denominated transactions are included in selling, general, and administrative expenses.

Cash and cash equivalents
Cash equivalents consist of highly liquid investments with an original maturity when purchased of three months or less and are stated at cost, which approximates fair value.
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Inventories
Inventories are stated at the lower of cost (primarily computed in accordance with the first-in, first-out method) or net realizable value. Elements of cost include materials, labor, and overhead.

Bulk wine inventories are included as in-process inventories within current assets, in accordance with the general practices of the wine industry, although a portion of such inventories may be aged for periods greater than one year. A substantial portion of barreled whiskey will not be sold within one year because of the duration of the aging process. All barreled spirits are classified as in-process inventories and are included in current assets, in accordance with industry practice. Warehousing, insurance, value added taxes, and other carrying charges applicable to barreled spirits held for aging are included in inventory costs.

We assess the valuation of our inventories and reduce the carrying value of those inventories that are obsolete or in excess of our forecasted usage to their estimated net realizable value based on analyses and assumptions including, but not limited to, historical usage, future demand, and market requirements.

Property, plant, and equipment, net
Property, plant, and equipment, net is stated at cost. Major additions and improvements are recognized as an increase to the property accounts, while maintenance and repairs are expensed as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation are eliminated from the balance sheet accounts at the time of disposal and resulting gains and losses are included as a component of operating income (loss).

Interest incurred relating to expansion, optimization, and construction, including modular capacity additions, at our facilities is capitalized to construction in progress. We cease the capitalization of interest when construction activities are substantially completed and the facility and related assets are available for their intended use. At this point, construction in progress is transferred to the appropriate asset class.

Depreciation
Depreciation is computed primarily using the straight-line method over the following estimated useful lives:
Years
Land improvements and vineyards
15 to 32
Buildings and improvements
10 to 50
Machinery, equipment, and motor vehicles
3 to 35

Derivative instruments
We enter into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates, commodity prices, and interest rates. We enter into derivatives for risk management purposes only, including derivatives designated in hedge accounting relationships as well as those derivatives utilized as economic hedges. We do not enter into derivatives for trading or speculative purposes. We recognize all derivatives as either assets or liabilities and measure those instruments at estimated fair value (see Notes 7 and 8). We present our derivative positions gross on our balance sheets.

The change in the fair value of outstanding cash flow and net investment hedges is deferred in stockholders’ equity as a component of AOCI. For all periods presented herein, gains or losses deferred in stockholders’ equity as a component of AOCI are recognized in our results of operations in the same period in which the hedged items are recognized and on the same financial statement line item as the hedged items.

Changes in fair values for derivative instruments not designated in a hedge accounting relationship are recognized directly in our results of operations each period and on the same financial statement line item as the hedged item. For purposes of measuring segment operating performance, the net gain (loss) from the changes in fair value of our undesignated commodity derivative contracts, prior to settlement, is reported outside of segment operating results
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until such time that the underlying exposure is recognized in the segment operating results. Upon settlement, the net gain (loss) from the changes in fair value of the undesignated commodity derivative contracts is reported in the appropriate operating segment, allowing our operating segment results to reflect the economic effects of the commodity derivative contracts without the resulting unrealized mark to fair value volatility.

Cash flows from the settlement of derivatives, including both economic hedges and those designated in hedge accounting relationships, appear on our statements of cash flows in the same categories as the cash flows of the hedged items.

Fair value of financial instruments
We calculate the estimated fair value of financial instruments using quoted market prices whenever available. When quoted market prices are not available, we use standard pricing models for various types of financial instruments (such as forwards, options, swaps, and convertible debt) which take into account the present value of estimated future cash flows (see Note 8).

Goodwill and other intangible assets
Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A reporting unit is an operating segment, or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. We review our goodwill and indefinite-lived intangible assets annually for impairment, or sooner, if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We use January 1 as our annual impairment test measurement date. Indefinite-lived intangible assets consist principally of trademarks. Intangible assets determined to have a finite life, primarily customer relationships, are amortized over their estimated useful lives and are subject to review for impairment when events or circumstances indicate that the carrying amount of an asset may not be recoverable. Note 10 provides a summary of intangible assets segregated between amortizable and nonamortizable amounts.

Income taxes
We use the asset and liability method of accounting for income taxes. This method accounts for deferred income taxes by applying statutory rates in effect at the balance sheet date to the difference between the financial reporting and tax bases of assets and liabilities. Certain income earned by foreign subsidiaries is subject to GILTI, a U.S. tax on foreign earnings. We treat the tax effect of GILTI as a current period tax expense when incurred. We provide deferred income taxes, consisting primarily of foreign withholding and state taxes, on all applicable unremitted earnings of our foreign subsidiaries. Interest and penalties are recognized as a component of (provision for) benefit from income taxes.

We recognize a tax benefit from an uncertain tax position when it is more likely than not the position will be sustained upon examination. We measure and recognize the tax benefit from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. In addition, changes in existing tax laws or rates could significantly change our current estimate of our unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Changes in current estimates, if significant, could have a material adverse impact on our financial statements.

Leases
We recognize right-of-use assets and lease liabilities on our balance sheet. We assess service arrangements to determine if an asset is explicitly or implicitly specified in the agreement and if we have the right to control the use of the identified asset.

The right-of-use asset and lease liability are initially measured at the present value of future lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate. The incremental borrowing rates are determined using a portfolio approach based on
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publicly available information in connection with our unsecured borrowing rates. We elected to recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and not to recognize these short-term leases on the balance sheet.

The right-of-use asset and lease liability are calculated including options to extend or to terminate the lease when we determine that it is reasonably certain that we will exercise those options. In making that determination, we consider various existing economic and market factors, business strategies as well as the nature, length, and terms of the agreement. Based on our evaluation using these factors, we concluded that the exercise of renewal options or early termination options would not be reasonably certain in determining the lease term at commencement for leases we currently have in place. Assumptions made at the commencement date are re-evaluated upon occurrence of certain events such as a lease modification.

Certain of our contractual arrangements may contain both lease and non-lease components. We elected to measure the lease liability by combining the lease and non-lease components as a single lease component for all asset classes.

Certain of our leases include variable lease payments, including payments that depend on an index or rate, as well as variable payments for items such as raw materials, labor, property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Certain grape purchasing arrangements include variable payments based on actual tonnage and price of grapes. In addition, certain third-party logistics arrangements include variable payments that vary depending on throughput. Such variable lease payments are excluded from the calculation of the right-of-use asset and the lease liability and are recognized in the period in which the obligation is incurred.

Indemnification liabilities
We have indemnified respective parties against certain liabilities that may arise in connection with certain acquisitions and divestitures. Indemnification liabilities are recognized when probable and estimable and included in deferred income taxes and other liabilities (see Note 17).

Stock-based employee compensation
We have two stock-based employee compensation plans (see Note 19). We apply grant date fair-value-based measurement methods in accounting for our stock-based payment arrangements and recognize all costs resulting from stock-based payment transactions, net of expected forfeitures, ratably over the requisite service period. Stock-based awards are subject to specific vesting conditions, generally time vesting, or upon retirement, disability, or death of the employee (as defined by the plan), if earlier. For awards granted to retirement-eligible employees, we recognize compensation expense ratably over the period from the date of grant to the date of retirement-eligibility.

Net income (loss) per common share attributable to CBI
We have one class of common stock with a material number of shares outstanding: Class A Stock. In addition, we have another class of common stock with an immaterial number of shares outstanding: Class 1 Stock.

Net income (loss) per common share attributable to CBI (hereafter referred to as “net income (loss) per common share”) – basic for Class A Stock has been computed based on the weighted average shares of common stock outstanding during the period. Net income (loss) per common share – diluted for Class A Stock reflects the weighted average shares of common stock plus the effect of dilutive securities outstanding during the period using the treasury stock method. The effect of dilutive securities includes the impact of outstanding stock-based awards. The dilutive computation does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect on the net income (loss) per common share.

For additional information on net income (loss) per common share, see Note 20.

Constellation Brands, Inc. FY 2026 Form 10-K
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ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting pronouncement
Income taxes
In December 2023, the FASB issued a standard to enhance the transparency and decision usefulness of income tax disclosures. This standard requires public companies to disclose (i) specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, (ii) the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by material individual jurisdictions, and (iii) income from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign. We adopted these disclosures for our annual period ending February 28, 2026, and applied these amendments prospectively (see Note 14).

Accounting pronouncements not yet adopted
Disaggregation of income statement expenses
In November 2024, the FASB issued a standard requiring disaggregated information about certain income statement expense line items to be disclosed on an annual and interim basis. We are required to adopt these disclosures for our annual period ending February 29, 2028, with early adoption permitted and this standard may be applied retrospectively. We expect this standard to impact our disclosures with no material impacts to our results of operations, cash flows, or financial condition.

2. ACQUISITIONS AND DIVESTITURES

ACQUISITIONS

Sea Smoke
In June 2024, we acquired the Sea Smoke business, including a California-based luxury wine brand, vineyards, and a production facility for $158.7 million, net of closing and post-closing adjustments. This transaction also included the acquisition of goodwill, inventory, and a trademark. The results of operations of Sea Smoke are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.

DIVESTITURES

2025 Wine Divestitures
On June 2, 2025, we sold and, in certain instances, exclusively licensed the trademarks of a portion of our wine and spirits business, primarily centered around our then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities. The net cash proceeds from the 2025 Wine Divestitures were used for repayment of debt (see Note 13). Prior to the completion of the 2025 Wine Divestitures, we recorded the results of operations of the divested and exclusively licensed brands in the Wine and Spirits segment. The following table summarizes the net loss recognized in connection with these divestitures for the year ended February 28, 2026:
(in millions)
Cash received from buyer $ 845.9 
Net assets sold (874.1)
Direct costs to sell (2.8)
Loss on sale of business (1)
 $ (31.0)
(1)Included in gain (loss) on sale of business within our consolidated results of operations.
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SVEDKA Divestiture
On January 6, 2025, we sold the SVEDKA brand and related assets, primarily including inventory and equipment. The net cash proceeds from the SVEDKA Divestiture were used for general corporate purposes, including funding share repurchases, capital expenditures, and repayment of debt. Prior to the SVEDKA Divestiture, we recorded the results of operations of the SVEDKA brand in the Wine and Spirits segment. The following table summarizes the net gain recognized in connection with this divestiture, for the year ended February 28, 2025:
(in millions)
Cash received from buyer $ 409.2 
Net assets sold (139.7)
Direct costs to sell (3.5)
Gain on sale of business (1)
 $ 266.0 
(1)Included in gain (loss) on sale of business within our consolidated results of operations.

Craft Beer Divestitures
In June 2023, we completed the Craft Beer Divestitures. Prior to the Craft Beer Divestitures, we recorded the results of operations of such craft beer brands in the Beer segment.

Assets held for sale
The 2025 Wine Divestitures largely resulted in both (i) $879.8 million of wine and spirits net assets being reclassified to held for sale as of February 28, 2025, and (ii) a $478.0 million assets held for sale impairment. The impairment loss was included in asset impairment and related assets within our consolidated results of operations for the year ended February 28, 2025. The carrying value of assets held for sale as of February 28, 2025, consisted of the following:
(in millions)
ASSETS
Inventories $ 788.7 
Prepaid expenses and other 0.5 
Property, plant, and equipment, net
 474.4 
Intangible assets 127.9 
Less: Assets held for sale impairment (478.0)
Assets held for sale 913.5 
LIABILITIES
Other accrued expenses and liabilities (1)
 33.7 
Net assets held for sale $ 879.8 
(1)Liabilities held for sale are included in the consolidated balance sheet within other accrued expenses and liabilities.

3. RESTRUCTURING

The 2025 Restructuring Initiative is an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization. The majority of the work associated with the 2025 Restructuring Initiative was executed within the year ended February 28, 2026, and is now estimated to result in nearly $130 million of cumulative pre-tax costs once all phases are fully implemented. These cumulative costs are expected to be comprised of (i) employee termination costs (50%) and (ii) consulting services as well as other costs, which primarily include contract termination costs (50%).

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We recognized pre-tax restructuring costs within selling, general, and administrative expenses in our consolidated results related to the 2025 Restructuring Initiative as follows:
For the Years Ended
February 28, 2026 February 28, 2025
(in millions)
Employee termination
 $ 15.1 $ 46.9
Consulting services 52.7 2.8
Other
 4.4 —
$ 72.2 $ 49.7

Since the inception of the 2025 Restructuring Initiative, we have incurred the following pre-tax restructuring costs:
Cumulative
Costs as of
February 28, 2026
 Percent of
Total Costs
(in millions)
Employee termination
 $ 62.0 51  %
Consulting services 55.5 46  %
Other
 4.4 3  %
$ 121.9 100  %

The activity for the restructuring costs discussed above and the related accruals are as follows:
Employee
Termination		 Consulting
Services		 Other Total
(in millions)
Balance at February 28, 2025 $ 46.9  $ 2.8  $ —  $ 49.7 
Restructuring costs 15.1  52.7  4.4  72.2 
Cash payments (43.4) (25.6) (0.2) (69.2)
Balance at February 28, 2026 (1)
 $ 18.6  $ 29.9  $ 4.2  $ 52.7 
(1)The total accrual was recorded in accrued restructuring within other accrued expenses and liabilities in our consolidated balance sheets.

4. INVENTORIES

The components of inventories are as follows:
February 28,
2026		 February 28,
2025
(in millions)
Raw materials and supplies $ 204.6 $ 230.2
In-process inventories 549.5 540.9
Finished case goods 679.8 666.1
$ 1,433.9 $ 1,437.2

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5. PREPAID EXPENSES AND OTHER

The major components of prepaid expenses and other are as follows:
February 28,
2026		 February 28,
2025
(in millions)
Value added taxes receivable $ 289.1 $ 241.3
Derivative assets 179.5 67.2
Prepaid taxes 131.1 150.4
Other 112.1 102.2
$ 711.8 $ 561.1

6. PROPERTY, PLANT, AND EQUIPMENT, NET

The major components of property, plant, and equipment, net are as follows:
February 28, 2026 February 28, 2025
(in millions)
Land, land improvements, and vineyards $ 739.6 $ 565.5
Buildings and improvements 2,320.8 1,907.9
Machinery, equipment, and motor vehicles 5,795.8 5,266.2
Construction in progress (1) (2)
 2,759.8 2,218.1
11,616.0 9,957.7
Less – Accumulated depreciation (3,095.1) (2,547.9)
$ 8,520.9 $ 7,409.8
(1)We capitalized $89.7 million, $74.2 million, and $63.7 million of interest costs for the years ended February 28, 2026, February 28, 2025, and February 29, 2024, respectively, primarily due to the Brewery Projects.
(2)Initial production at the Veracruz Brewery is expected to commence around the middle of Fiscal 2027.

For the year ended February 28, 2026, in connection with strategic optimization activities within our Beer segment, we committed to the dismantling and abandonment of certain aged long-lived assets at the Obregón Brewery, resulting in a $57.7 million loss. This loss was included in asset impairment and related expenses within our consolidated results of operations.

In July 2024, we sold the remaining assets classified as held for sale at the Mexicali Brewery.

7. DERIVATIVE INSTRUMENTS

Overview
We are exposed to market risk from changes in foreign currency exchange rates, commodity prices, and interest rates, that could affect our results of operations and financial condition. The impact on our results and financial position and the amounts reported in our financial statements will vary based upon the currency, commodity, and interest rate movements during the period, the effectiveness and level of derivative instruments outstanding, and whether they are designated and qualify for hedge accounting.

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The estimated fair values of our derivative instruments change with fluctuations in currency rates, commodity prices, and/or interest rates and are expected to offset changes in the values of the underlying exposures. Our derivative instruments are held solely to manage our exposures to the aforementioned market risks as part of our normal business operations. We follow strict policies to manage these risks and do not enter into derivative instruments for trading or speculative purposes.

The aggregate notional value of outstanding derivative instruments is as follows:
February 28,
2026		 February 28,
2025
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts $ 2,080.9 $ 2,843.6
Net investment hedge contracts $ 145.5 $ —
Pre-issuance hedge contracts $ 50.0 $ 275.0
Derivative instruments not designated as hedging instruments
Foreign currency contracts $ 522.2 $ 378.2
Commodity derivative contracts $ 335.5 $ 322.1

Cash flow hedges
Our derivative instruments designated in hedge accounting relationships are designated as cash flow hedges. We are exposed to foreign denominated cash flow fluctuations primarily in connection with third party and intercompany sales and purchases. We primarily use foreign currency forward contracts to hedge certain of these risks. In addition, we utilize interest rate swap, treasury lock, and swap lock contracts periodically to manage our exposure to changes in interest rates. Derivatives managing our cash flow exposures generally mature within three years or less, with a maximum maturity of five years.

To qualify for hedge accounting treatment, the details of the hedging relationship must be formally documented at inception of the arrangement, including the risk management objective, hedging strategy, hedged item, specific risk that is being hedged, the derivative instrument, how effectiveness is being assessed, and how ineffectiveness will be measured. The derivative must be highly effective in offsetting changes in the cash flows of the risk being hedged. Throughout the term of the designated cash flow hedge relationship on at least a quarterly basis, a retrospective evaluation and prospective assessment of hedge effectiveness is performed based on quantitative and qualitative measures. All components of our derivative instruments’ gains or losses are included in the assessment of hedge effectiveness.

When we determine that a derivative instrument which qualified for hedge accounting treatment has ceased to be highly effective as a hedge, we discontinue hedge accounting prospectively. In the event the relationship is no longer effective, we recognize the change in the fair value of the hedging derivative instrument from the date the hedging derivative instrument became no longer effective immediately in our results of operations. We also discontinue hedge accounting prospectively when (i) a derivative expires or is sold, terminated, or exercised; (ii) it is no longer probable that the forecasted transaction will occur; or (iii) we determine that designating the derivative as a hedging instrument is no longer appropriate. When we discontinue hedge accounting prospectively, but the original forecasted transaction continues to be probable of occurring, the existing gain or loss of the derivative instrument remains in AOCI and is reclassified into earnings (losses) when the forecasted transaction occurs. When it becomes probable that the forecasted transaction will not occur, any remaining gain or loss in AOCI is recognized immediately in our results of operations.

Net investment hedge contracts
In April 2025, we entered into cross-currency swaps to hedge portions of our net investment in certain of our non-U.S. operations against fluctuations in foreign currency exchange rates. These cross-currency swaps are designated as
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net investment hedges and mature between April 2028 and April 2029. The changes in the fair value of these swaps are recognized as a component of other comprehensive income (loss) and reported in accumulated other comprehensive income (loss) in our consolidated balance sheets. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold, liquidated, or substantially liquidated. We assess the effectiveness of our cross-currency swaps using the spot method. Under this method, the periodic interest settlements are recorded directly in earnings through interest expense, net. Accordingly, we recorded interest income of $1.9 million during the year ended February 28, 2026.

Undesignated hedges
Certain of our derivative instruments do not qualify for hedge accounting treatment; for others, we choose not to maintain the required documentation to apply hedge accounting treatment. These undesignated instruments are primarily used to economically hedge our exposure to fluctuations in the value of foreign currency denominated receivables and payables; foreign currency investments, primarily consisting of loans to subsidiaries and foreign-denominated investments, and cash flows related primarily to the repatriation of those loans or investments; and commodity prices, including aluminum, corn, diesel fuel, and natural gas prices. We primarily use foreign currency forward and option contracts, generally less than 12 months in duration, and commodity swap contracts, generally less than 36 months in duration, with a maximum maturity of four years, to hedge some of these risks. In addition, from time to time, we utilize interest rate swap contracts, generally less than six months in duration, to economically hedge our exposure to changes in interest rates associated with the financing of significant investments and acquisitions. Our derivative policy permits the use of undesignated derivatives as approved by senior management.

Credit risk
We are exposed to credit-related losses if the counterparties to our derivative contracts default. This credit risk is limited to the fair value of the derivative contracts. To manage this risk, we contract only with major financial institutions that have earned investment-grade credit ratings and with whom we have standard International Swaps and Derivatives Association agreements which allow for net settlement of the derivative contracts. We have also established counterparty credit guidelines that are regularly monitored. Because of these safeguards, we believe the risk of loss from counterparty default to be immaterial.

In addition, our derivative instruments are not subject to credit rating contingencies or collateral requirements. As of February 28, 2026, the estimated fair value of derivative instruments in a net liability position due to counterparties was less than $0.1 million. If we were required to settle the net liability position under these derivative instruments on February 28, 2026, we would have had sufficient available liquidity on hand to satisfy this obligation.

Results of period derivative activity
The estimated fair value and location of our derivative instruments on our balance sheets are as follows (see Note 8):
Assets Liabilities
February 28,
2026		 February 28,
2025		 February 28,
2026		 February 28,
2025
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other $ 156.7 $ 56.2 Other accrued expenses and liabilities $ 0.1 $ 36.9
Other assets $ 177.6 $ 39.3 Deferred income taxes and other liabilities $ 0.1 $ 38.6
Pre-issuance hedge contracts:
Prepaid expenses and other $ — $ 2.2  Other accrued expenses and liabilities $ — $ —
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Assets Liabilities
February 28,
2026		 February 28,
2025		 February 28,
2026		 February 28,
2025
(in millions)
Net investment hedge contracts:
Other assets $ —  $ —  Deferred income taxes and other liabilities $ 6.7  $ — 
Derivative instruments not designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other $ 0.4 $ 1.5 Other accrued expenses and liabilities $ 0.9 $ 0.9
Commodity derivative contracts:
Prepaid expenses and other $ 22.4 $ 7.3 Other accrued expenses and liabilities $ 5.3 $ 8.8
Other assets $ 8.8 $ 2.3 Deferred income taxes and other liabilities $ 2.1 $ 4.0

The principal effect of our derivative instruments designated in cash flow hedging relationships on our results of operations, as well as OCI, net of income tax effect, is as follows:
Derivative Instruments in
Designated Cash Flow
Hedging Relationships		 Net
Gain (Loss)
Recognized
in OCI		 Location of Net Gain (Loss)
Reclassified from
AOCI to Income (Loss)		 Net
Gain (Loss)
Reclassified
from AOCI to
Income (Loss)
(in millions)
For the Year Ended February 28, 2026
Foreign currency contracts $ 364.7  Sales $ 0.9 
Cost of product sold 76.4 
Selling, general, and administrative expenses
 0.3 
Pre-issuance hedge contracts (5.0) Interest expense, net (0.4)
$ 359.7  $ 77.2 
For the Year Ended February 28, 2025
Foreign currency contracts $ (161.8) Sales $ 0.8 
Cost of product sold 96.3 
Pre-issuance hedge contracts 2.3  Interest expense, net — 
$ (159.5) $ 97.1 
For the Year Ended February 29, 2024
Foreign currency contracts $ 205.7  Sales $ (0.1)
Cost of product sold 137.3 
Pre-issuance hedge contracts (0.1) Interest expense, net (1.6)
$ 205.6  $ 135.6 

We expect $137.3 million of net gains, net of income tax effect, to be reclassified from AOCI to our results of operations within the next 12 months.

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The effect of our undesignated derivative instruments on our results of operations is as follows:
Derivative Instruments Not
Designated as Hedging Instruments		 Location of Net Gain (Loss)
Recognized in Income (Loss)		 Net
Gain (Loss)
Recognized in
Income (Loss)
(in millions)
For the Year Ended February 28, 2026
Commodity derivative contracts Cost of product sold $ 23.6
Foreign currency contracts Selling, general, and administrative expenses 5.5
$ 29.1
For the Year Ended February 28, 2025
Commodity derivative contracts Cost of product sold $ (0.3)
Foreign currency contracts Selling, general, and administrative expenses (29.7)
$ (30.0)
For the Year Ended February 29, 2024
Commodity derivative contracts Cost of product sold $ (44.2)
Foreign currency contracts Selling, general, and administrative expenses 14.6 
$ (29.6)

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Authoritative guidance establishes a framework for measuring fair value, including a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy includes three levels:

•Level 1 inputs are quoted prices in active markets for identical assets or liabilities;
•Level 2 inputs include data points that are observable such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) such as volatility, interest rates, and yield curves that are observable for the asset or liability, either directly or indirectly; and
•Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

FAIR VALUE METHODOLOGY

The following methods and assumptions are used to estimate the fair value of our financial instruments:

Derivative instruments
Our derivative instruments consist of foreign currency forward and option contracts, commodity swap contracts, cross-currency swap contracts, interest rate swap contracts, and Pre-issuance hedge contracts. The fair value is estimated based on quoted market prices from respective counterparties. Quotes are corroborated by using discounted cash flow calculations based upon forward interest-rate yield curves, which are obtained from independent pricing services (Level 2 fair value measurement).

Short-term borrowings
Our short-term borrowings consist of our commercial paper program and the revolving credit facility under our senior credit facility. The revolving credit facility is a variable interest rate bearing note with a fixed margin, adjustable based upon our debt rating (as defined in our senior credit facility). For these short-term borrowings the carrying value approximates the fair value.

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Long-term debt
The fair value of our fixed interest rate long-term debt is estimated by discounting cash flows using interest rates currently available for debt with similar terms and maturities (Level 2 fair value measurement). As of February 28, 2026, the carrying amount of long-term debt, including the current portion, was $10,296.5 million, compared with an estimated fair value of $9,858.2 million. As of February 28, 2025, the carrying amount of long-term debt, including the current portion, was $10,691.0 million, compared with an estimated fair value of $9,999.0 million.

The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value as of February 28, 2026, and February 28, 2025, due to the relatively short maturity of these instruments.

Recurring basis measurements
The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis:
Fair Value Measurements Using
Quoted
Prices in
Active
Markets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Total
(in millions)
February 28, 2026
Assets:
Foreign currency contracts $ — $ 334.7 $ — $ 334.7
Commodity derivative contracts $ — $ 31.2 $ — $ 31.2
Liabilities:
Foreign currency contracts $ — $ 1.1 $ — $ 1.1
Commodity derivative contracts $ — $ 7.4 $ — $ 7.4
Net investment hedge contracts
 $ —  $ 6.7 $ —  $ 6.7
February 28, 2025
Assets:
Foreign currency contracts $ — $ 97.0 $ — $ 97.0
Commodity derivative contracts $ — $ 9.6 $ — $ 9.6
Pre-issuance hedge contracts
 $ — $ 2.2 $ — $ 2.2
Liabilities:
Foreign currency contracts $ — $ 76.4 $ — $ 76.4
Commodity derivative contracts $ — $ 12.8 $ — $ 12.8

Constellation Brands, Inc. FY 2026 Form 10-K
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Nonrecurring basis measurements
The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring basis for which an impairment assessment was performed for the periods presented:
Fair Value Measurements Using
Balance Sheet
Classification
 Quoted
Prices in
Active
Markets
(Level 1)		 Significant
Other
Observable
Inputs
(Level 2)		 Significant
Unobservable
Inputs
(Level 3)		 Total
Losses
(in millions)
For the Year Ended February 28, 2026
Assets held for sale and related net assets
Assets held for sale
 $ —  $ —  $ —  $ 52.1 
Equity method investments Other assets —  —  —  1.5 
Total
 $ —  $ —  $ —  $ 53.6 
For the Year Ended February 28, 2025
Goodwill Goodwill $ —  $ —  $ —  $ 2,740.7 
Assets held for sale Assets held for sale —  879.8  —  478.0 
Trademarks Intangible assets —  —  125.8  57.0 
Equity method investments Other assets —  —  —  8.7 
Total
 $ —  $ 879.8  $ 125.8  $ 3,284.4 
For the Year Ended February 29, 2024
Equity method investments Other assets $ 56.1  $ 0.6  $ 0.6  $ 136.1 

Assets held for sale and related net assets
For the three months ended May 31, 2025, largely in connection with the 2025 Wine Divestitures, then-existing assets held for sale and related net assets were adjusted to their current estimated fair value of $897.7 million, less costs to sell, resulting in a $52.1 million net loss. This net loss was included in asset impairment and related expenses within our consolidated results for the year ended February 28, 2026. Our estimated fair value of the then-existing assets held for sale was largely based on the expected proceeds from the 2025 Wine Divestitures as of May 31, 2025.

Goodwill
As of August 31, 2024, in connection with negative trends within our Wine and Spirits business primarily attributable to our U.S. wholesale market, driven by declines in both the overall wine market and in our then-owned mainstream and premium wine brands, management updated its Fiscal 2025 outlook for this reporting unit. The updated forecast indicated it was more likely than not the fair value of the Wine and Spirits reporting unit might be below its carrying value. Accordingly, we performed an interim quantitative assessment for goodwill impairment. This assessment indicated that the carrying value of the Wine and Spirits reporting unit exceeded its estimated fair value, resulting in a $2,250.0 million goodwill impairment. During the three months ended February 28, 2025, we performed our annual impairment analysis and updated our estimate of the fair value of the Wine and Spirits reporting unit to reflect the latest financial projections and an increase in the discount rate. As a result, we recognized an additional $490.7 million goodwill impairment to write-off the remaining goodwill balance for the Wine and Spirits reporting unit as of February 28, 2025. The $2,740.7 million total loss from impairment was included in goodwill and intangible assets impairment within our consolidated results for the year ended February 28, 2025. See Notes 9, 10, and 14 for further discussion.

When performing a quantitative assessment for impairment of goodwill, we measure the amount of impairment by calculating the amount by which the carrying value of the reporting unit exceeds its estimated fair value. The estimated fair value is determined based on the discounted cash flow calculation. The most significant assumptions used in the discounted cash flow calculation were: (i) a 9% discount rate (for the interim assessment) and a 10%
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discount rate (for the annual assessment), (ii) a 1.5% expected long-term growth rate, and (iii) the annual cash flow projections.

Assets held for sale
For the three months ended February 28, 2025, largely in connection with the 2025 Wine Divestitures, assets held for sale with a $1,357.8 million carrying value, were written down to their current estimated fair value of $879.8 million, less costs to sell, resulting in a $478.0 million loss. This loss from impairment was included within asset impairment and related expenses within our consolidated results for the year ended February 28, 2025. These assets consisted primarily of inventory, production facilities, and intangible assets which had satisfied the conditions necessary to be classified as held for sale. Our estimated fair value was largely based on the expected proceeds from the 2025 Wine Divestitures as of February 28, 2025.

Trademarks
For the year ended February 28, 2025, in connection with the assessment of the same events and circumstances that resulted in the wine and spirits goodwill carrying value being written down to zero, we completed a quantitative assessment of our wine trademarks. We re-evaluated the wine units of account in contemplation of the 2025 Wine Divestitures and determined it was appropriate to have two units of account, (i) then-existing held for sale brands and (ii) remaining brands. As a result, the then-existing held for sale brands trademark unit with a $182.8 million carrying value was written down to its estimated fair value of $125.8 million, resulting in a $57.0 million impairment. This loss was included in goodwill and intangible assets impairment within our consolidated results of operations for the year ended February 28, 2025.

When performing the quantitative assessment, the estimated fair value of the trademarks is calculated based on an income approach using the relief from royalty method. The most significant assumptions used in the relief from royalty method to determine the estimated fair value of intangible assets with indefinite lives in connection with this impairment testing were: (i) a 3% royalty rate (then-existing held for sale brands trademark unit) and a 7% royalty rate (remaining brands trademark unit), (ii) an 11% discount rate, (iii) a 1.5% expected long-term growth rate, and (iv) the annual revenue projections.

Equity method investments
As of August 31, 2025, February 28, 2025, August 31, 2024, November 30, 2023, and August 31, 2023, we evaluated certain equity method investments, made through our corporate venture capital function within the Corporate Operations and Other segment, and determined there were other-than-temporary impairments due to business underperformance. These losses from impairment were included in income (loss) from unconsolidated investments within our consolidated results for the respective periods. The estimated fair values for the equity method investments evaluated as of August 31, 2025, February 28, 2025, August 31, 2024, and November 30, 2023, were based largely on the cash flows expected to be generated by the investment using unobservable data points. The estimated fair value for the equity method investments evaluated as of August 31, 2023, was based largely on observable prices for similar assets. In October 2023, we exited one of these equity method investments in exchange for a note receivable.

We evaluated our then-existing Canopy Equity Method Investment as of May 31, 2023, and determined there was an other-than-temporary impairment. Our conclusion was based on several contributing factors, including: (i) the fair value being less than the carrying value and the uncertainty surrounding Canopy’s stock price recovering in the near-term, (ii) Canopy recorded significant costs in its fourth quarter of fiscal 2023 results designed to align its Canadian cannabis operations and resources in response to continued unfavorable market trends, (iii) the substantial doubt about Canopy’s ability to continue as a going concern, as disclosed by Canopy, and (iv) Canopy’s identification of material misstatements in certain of its previously reported financial results related to sales in its BioSteel Sports Nutrition Inc. reporting unit that were accounted for incorrectly, including the recording of a goodwill impairment during its restated second quarter of fiscal 2023. As a result, the Canopy Equity Method Investment with a carrying value of $266.2 million was written down to its estimated fair value of $142.7 million, resulting in an impairment of $123.5 million. This loss from impairment was included in income (loss) from unconsolidated investments within our
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consolidated results for the year ended February 29, 2024. The estimated fair value was determined based on the closing price of the underlying equity security as of May 31, 2023. Additionally, we no longer apply the equity method to our investment in Canopy following the April 2024 conversion of our Canopy common shares to Exchangeable Shares. For additional information, refer to Note 11.

9. GOODWILL

The changes in the carrying amount of goodwill are as follows:
Beer
Wine and
Spirits
 Consolidated
(in millions)
Balance at February 29, 2024 (1)
 $ 5,238.2  $ 2,742.1  $ 7,980.3 
Purchase accounting allocations (2)
 —  71.2  71.2 
Foreign currency translation adjustments (111.4) 0.6  (110.8)
Goodwill impairment (3)
 —  (2,740.7) (2,740.7)
SVEDKA Divestiture (4)
 —  (73.2) (73.2)
Balance at February 28, 2025 (1)
 5,126.8  —  5,126.8 
Foreign currency translation adjustments 107.1  —  107.1 
Balance at February 28, 2026
 $ 5,233.9  $ —  $ 5,233.9 
(1)The carrying amount of Wine and Spirits goodwill was fully impaired as of February 28, 2025. There were no accumulated impairment losses included in our consolidated goodwill balance as of February 29, 2024.
(2)Purchase accounting allocations associated with the Sea Smoke acquisition.
(3)In connection with continued negative trends within our Wine and Spirits business primarily attributable to our U.S. wholesale market, driven by declines in both the overall wine market and in our then-owned mainstream and premium wine brands, management updated its Fiscal 2025 outlook and financial projections for this reporting unit. Based on the aforementioned factors, we performed quantitative assessments that led to goodwill impairments which resulted in the carrying value being written down to zero.
(4)Amount was based on the relative fair value of the portion of the business sold and the remaining wine and spirits portfolio. The relative fair values were determined using the transaction price and the income approach based on assumptions, including projected revenue growth, terminal growth, and discount rates and other projected financial information.

10. INTANGIBLE ASSETS

The major components of intangible assets are as follows:
February 28, 2026 February 28, 2025
Gross
Carrying
Amount		 Net
Carrying
Amount		 Gross
Carrying
Amount		 Net
Carrying
Amount
(in millions)
Amortizable intangible assets
Customer relationships $ 85.4 $ 13.6 $ 85.3 $ 14.9
Other 19.6 0.3 20.7 0.3
Total $ 105.0 13.9 $ 106.0 15.2
Nonamortizable intangible assets
Trademarks
 2,519.1 2,517.1
Total intangible assets $ 2,533.0 $ 2,532.3
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We did not incur costs to renew or extend the term of acquired intangible assets for the years ended February 28, 2026, February 28, 2025, and February 29, 2024. Net carrying amount represents the gross carrying value net of accumulated amortization. Amortization expense for intangible assets was $1.3 million for each of the years ended February 28, 2026, February 28, 2025, and February 29, 2024.

Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows:
(in millions)
Fiscal 2027 $ 1.3
Fiscal 2028 $ 1.3
Fiscal 2029 $ 1.3
Fiscal 2030 $ 1.3
Fiscal 2031 $ 1.3
Thereafter $ 7.4

11. OTHER ASSETS

The major components of other assets are as follows:
February 28,
2026		 February 28,
2025
(in millions)
Operating lease right-of-use asset $ 582.4 $ 545.7
Income taxes receivable 188.6 135.5
Derivative assets 186.4 41.6
Equity method investments 128.8 124.5
Other investments in debt and equity securities 69.1 60.3
Exchangeable Shares 21.2 21.2
Other 159.6 132.9
$ 1,336.1 $ 1,061.7

Equity method investments
We acquired several investments which are being accounted for under the equity method, largely in connection with prior Wine and Spirits segment acquisitions. The primary investment consists of Opus One Winery, a 50% owned joint venture arrangement.

Other investments in debt and equity securities
We have multiple investments through our corporate venture capital function in debt and equity securities. As of February 28, 2025, we evaluated certain investments, primarily driven by business underperformance and solvency concerns, and concluded they should be written down to zero resulting in a loss of $47.9 million. This loss on securities measured at fair value was included in income (loss) from unconsolidated investments within our consolidated results for the year ended February 28, 2025.

Exchangeable Shares
We own 26.3 million Exchangeable Shares. As of November 30, 2024, we evaluated our Exchangeable Shares for impairment primarily due to the business and industry factors that led to the decline in Canopy’s common share price since the April 2024 conversion of our then-existing Canopy common shares and exchange of a portion of the principal amount of a then-existing promissory note issued to us by Canopy for Exchangeable Shares. We concluded that an impairment did exist and wrote down our Exchangeable Shares to their estimated fair value. Due to the continued decline in Canopy’s common share price, as of February 28, 2025, we evaluated the Exchangeable Shares for an additional impairment. We concluded an impairment did exist, and accordingly, the Exchangeable Shares with a
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$97.3 million carrying value at the April 2024 date of conversion and exchange were written down to $21.2 million, their estimated fair value as of February 28, 2025, resulting in a $76.1 million total impairment. The estimated fair values were determined using the same valuation model as of the date of conversion and exchange as noted below.

Following the April 2024 conversion and exchange, we recognized a net gain of $83.3 million based on the fair value of our Exchangeable Shares. The fair value of our Exchangeable Shares on the date of the conversion and exchange was estimated using a valuation model based primarily on the following inputs: (i) Canopy’s common share price, (ii) the expected volatility of Canopy’s common shares, and (iii) the probability and timing of U.S. federal legalization of recreational cannabis. As Exchangeable Shares are an equity security without a readily determinable fair value, we elected to account for our Exchangeable Shares under the measurement alternative method.

We recognized a total net gain of $7.2 million in income (loss) from unconsolidated investments in connection with our Exchangeable Shares activity for the year ended February 28, 2025. Future impairments, if any, will also be reported in income (loss) from unconsolidated investments within our consolidated results.

12. OTHER ACCRUED EXPENSES AND LIABILITIES

The major components of other accrued expenses and liabilities are as follows:
February 28,
2026		 February 28,
2025
(in millions)
Accrued income taxes payable $ 164.3 $ 20.9
Salaries, commissions, and payroll benefits and withholdings 146.7 155.3
Accrued interest 102.7 98.7
Operating lease liability 101.9 76.7
Promotions and advertising 101.8 133.7
Accrued restructuring (1)
 52.7 49.7
Accrued excise taxes 39.5 49.8
Accrued insurance, property, and other taxes 31.3 34.4
Contract liabilities 17.8 91.5
Derivative liabilities 6.3 46.6
Liabilities held for sale — 33.7
Other 89.0 95.7
$ 854.0 $ 886.7
(1)Represents amounts accrued in connection with the 2025 Restructuring Initiative.

Constellation Brands, Inc. FY 2026 Form 10-K
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13. BORROWINGS

Borrowings consist of the following:
February 28, 2026 February 28,
2025
Current Long-term Total Total
(in millions)
Short-term borrowings
Commercial paper $ 272.0 $ 806.7
$ 272.0 $ 806.7
Long-term debt
Senior notes $ 599.5 $ 9,685.8 $ 10,285.3 $ 10,682.3
Other 4.1 7.1 11.2 8.7
$ 603.6 $ 9,692.9 $ 10,296.5 $ 10,691.0

BANK FACILITIES

2025 Credit Agreement
In April 2025, the Company, CB International, the Administrative Agent, and certain other lenders entered into the 2025 Restatement Agreement that amended and restated our then-existing credit facility (as amended and restated by the 2025 Restatement Agreement, the 2025 Credit Agreement). The principal changes effected by the 2025 Restatement Agreement were (i) refinancing the existing $2.25 billion revolving credit facility, (ii) extending its maturity to April 28, 2030, and (iii) refining certain negative covenants.

2025 Term Credit Agreement
In May 2025, the Company, the Administrative Agent, and certain other lenders entered into the 2025 Term Credit Agreement. The 2025 Term Credit Agreement provided for a six-month delayed draw $500.0 million term loan facility. Effective October 21, 2025, we terminated all commitments under the 2025 Term Credit Agreement.

General
We and our subsidiaries are subject to covenants that are contained in the 2025 Credit Agreement, including those restricting the incurrence of additional subsidiary indebtedness, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions, and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a maximum net leverage ratio.

Our senior credit facility permits us to elect, subject to the willingness of existing or new lenders to fund such increase and other customary conditions, to increase the revolving credit commitments. The increased commitments may be an unlimited amount so long as our net leverage ratio, as defined and computed pursuant to our senior credit facility, is no greater than 4.00 to 1.00 subject to certain limitations for the period defined pursuant to our senior credit facility.

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Information with respect to borrowings under our bank facilities is as follows:
Outstanding
borrowings		 Interest
rate		 SOFR
margin		 Outstanding
letters of
credit
Remaining
borrowing
capacity
(in millions)
February 28, 2026
Revolving credit facility (1) (2) (3)
 $ — —% —% $ 11.3 $ 1,966.6
February 28, 2025
Revolving credit facility (2) (3) (4)
 $ — —% —% $ 11.3 $ 1,430.7
(1)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under the 2025 Credit Agreement, and outstanding borrowings under our commercial paper program of $272.1 million (excluding unamortized discount) (see “Commercial paper program” below).
(2)Contractual interest rate varies based on our debt rating (as defined in the agreement) and is a function of SOFR plus a margin and a credit spread adjustment, or the base rate plus a margin, or, in certain circumstances where SOFR cannot be adequately ascertained or available, an alternative benchmark rate plus a margin.
(3)We and/or CB International are the borrower under the $2,250.0 million revolving credit facility. Includes a sub-facility for letters of credit of up to $200.0 million.
(4)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under our then-existing senior credit facility, and outstanding borrowings under our commercial paper program of $808.0 million (excluding unamortized discount) (see “Commercial paper program” below).

Commercial paper program
We have a commercial paper program which provides for the issuance of up to an aggregate principal amount of $2.25 billion of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2025 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility. Information with respect to our outstanding commercial paper borrowings is as follows:
February 28,
2026		 February 28,
2025
(in millions)
Outstanding borrowings (1)
 $ 272.0  $ 806.7
Weighted average annual interest rate 3.9% 4.7%
Weighted average remaining term 6 days 13 days
(1)Outstanding commercial paper borrowings are net of unamortized discount.

Pre-issuance hedge contracts
In February 2026, we entered into Pre-issuance hedge contracts, which were designated as cash flow hedges. As a result, we have hedged the treasury rate on $50.0 million of future debt issuances. Upon the termination and settlement of these contracts, the unrealized gain (loss) will be recognized in AOCI within our consolidated balance sheets and amortized to interest expense, net within our consolidated results of operations.

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Senior notes
Information on our senior notes, all of which are senior unsecured obligations that rank equally in right of payment to all of our existing and future senior unsecured indebtedness, is as follows:
Date of
Outstanding Balance (1)
Principal Issuance Maturity Interest
Payments		 February 28,
2026		 February 28,
2025
(in millions)
4.75% Senior Notes (2)
 $ 400.0 Dec 2015 Dec 2025 Jun/Dec $ —  $ 399.5 
3.70% Senior Notes (3)
 $ 600.0 Dec 2016 Dec 2026 Jun/Dec 599.5  598.9 
3.50% Senior Notes (3)
 $ 500.0 May 2017 May 2027 May/Nov 499.3  498.8 
4.50% Senior Notes (3)
 $ 500.0 May 2017 May 2047 May/Nov 494.4  494.2 
3.60% Senior Notes (3)
 $ 700.0 Feb 2018 Feb 2028 Feb/Aug 698.6  697.9 
4.10% Senior Notes (3)
 $ 600.0 Feb 2018 Feb 2048 Feb/Aug 593.7  593.4 
4.40% Senior Notes
 $ 500.0 Oct 2018 Nov 2025 May/Nov —  499.5 
4.65% Senior Notes (3)
 $ 500.0 Oct 2018 Nov 2028 May/Nov 498.5  497.9 
5.25% Senior Notes (3)
 $ 500.0 Oct 2018 Nov 2048 May/Nov 494.3  494.1 
3.15% Senior Notes (3)
 $ 800.0 Jul 2019 Aug 2029 Feb/Aug 797.6  796.8 
2.875% Senior Notes (3)
 $ 600.0 Apr 2020 May 2030 May/Nov 597.4  596.8 
3.75% Senior Notes (3)
 $ 600.0 Apr 2020 May 2050 May/Nov 591.3  591.0 
2.25% Senior Notes (3)
 $ 1,000.0 Jul 2021 Aug 2031 Feb/Aug 993.1  991.8 
4.35% Senior Notes (3)
 $ 600.0 May 2022 May 2027 May/Nov 599.2  598.4 
4.75% Senior Notes (3)
 $ 700.0 May 2022 May 2032 May/Nov 695.7  695.0 
5.00% Senior Notes (4)
 $ 500.0 Feb 2023 Feb 2026 Feb/Aug —  499.0 
4.90% Senior Notes (3)
 $ 750.0 May 2023 May 2033 May/Nov 742.7  741.6 
4.80% Senior Notes (3)
 $ 400.0 Jan 2024 Jan 2029 Jan/Jul 398.3  397.7 
4.80% Senior Notes (3)
 $ 500.0 May 2025 May 2030
May/Nov
 496.5  — 
4.95% Senior Notes (3)
 $ 500.0 Oct 2025 Nov 2035
May/Nov
 495.2  — 
$ 10,285.3  $ 10,682.3 
(1)Amounts are net of unamortized debt issuance costs and unamortized discounts, where applicable.
(2)Redeemed prior to maturity in July 2025, using proceeds from the 2025 Wine Divestitures and cash on hand, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest.
(3)Redeemable, in whole or in part, at our option at any time prior to the stated redemption date at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the applicable treasury rate plus the stated basis points. On or after the stated redemption date, the notes are redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.
Redemption
Stated
Redemption
Date		 Stated
Basis
Points
3.70% Senior Notes due December 2026
 Sept 2026 25
3.50% Senior Notes due May 2027
 Feb 2027 20
4.50% Senior Notes due May 2047
 Nov 2046 25
3.60% Senior Notes due February 2028
 Nov 2027 15
4.10% Senior Notes due February 2048
 Aug 2047 20
4.65% Senior Notes due November 2028
 Aug 2028 25
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Redemption
Stated
Redemption
Date		 Stated
Basis
Points
5.25% Senior Notes due November 2048
 May 2048 30
3.15% Senior Notes due August 2029
 May 2029 20
2.875% Senior Notes due May 2030
 Feb 2030 35
3.75% Senior Notes due May 2050
 Nov 2049 40
2.25% Senior Notes due August 2031
 May 2031 15
4.35% Senior Notes due May 2027
 Apr 2027 25
4.75% Senior Notes due May 2032
 Feb 2032 30
4.90% Senior Notes due May 2033
 Feb 2033 25
4.80% Senior Notes due January 2029
 Dec 2028 15
4.80% Senior Notes due May 2030
 Apr 2030 20
4.95% Senior Notes due November 2035
 Aug 2035 15
(4)Redeemed prior to maturity in June 2025, using proceeds from the 2025 Wine Divestitures, at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest.

Indentures
Our indentures relating to our outstanding senior notes contain certain covenants, including, but not limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions, and (iii) restrictions on mergers, consolidations, and the transfer of all or substantially all of our assets to another person.

Subsidiary credit facilities
General
We have additional credit arrangements totaling $56.0 million and $46.7 million as of February 28, 2026, and February 28, 2025, respectively. As of February 28, 2026, and February 28, 2025, amounts outstanding under these arrangements were $11.2 million and $8.7 million, respectively, the majority of which is classified as long-term as of the respective date. These arrangements primarily support the financing needs of our domestic and foreign subsidiary operations. Interest rates and other terms of these borrowings vary from country to country, depending on local market conditions.

Debt payments
As of February 28, 2026, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discounts of $44.6 million and $20.1 million, respectively) for each of the five succeeding fiscal years and thereafter are as follows:
(in millions)
Fiscal 2027 $ 604.1
Fiscal 2028 1,802.6
Fiscal 2029 901.2
Fiscal 2030 801.3
Fiscal 2031 1,101.4
Thereafter 5,150.6
$ 10,361.2

Constellation Brands, Inc. FY 2026 Form 10-K
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14. INCOME TAXES

Income (loss) before income taxes was generated as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Domestic $ (83.9) $ (2,633.0) $ (140.2)
Foreign 2,461.7  2,550.2  2,362.0 
$ 2,377.8  $ (82.8) $ 2,221.8 

The income tax provision (benefit) consisted of the following:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Current
Federal $ 161.7  $ 16.7  $ 152.6 
State 15.9  25.9  16.4 
Foreign (67.1) 116.0  139.7 
Total current 110.5  158.6  308.7 
Deferred
Federal 94.9  (436.4) 27.7 
State 19.2  (73.1) (19.0)
Foreign 396.4  299.2  139.2 
Total deferred 510.5  (210.3) 147.9 
Income tax provision (benefit) $ 621.0  $ (51.7) $ 456.6 

A reconciliation of the total tax provision (benefit) to the amount computed by applying the statutory U.S. federal income tax rate to income before provision for (benefit from) income taxes for the year ended February 28, 2026, is as follows:
Amount
% of Pretax
Income (Loss)
(in millions, except % of pretax income (loss) data)
Income tax provision (benefit) at statutory rate $ 499.3 21.0%
State and local income taxes, net of federal income tax provision (benefit) (1)
 24.9 1.0%
Earnings taxed at other than U.S. statutory rate:
Switzerland
Statutory income tax difference between Switzerland and U.S. (62.5) (2.6%)
Canton income tax
 81.0 3.4%
Changes in valuation allowances
184.7 7.8%
Other (14.0) (0.6%)
Malta
Statutory income tax difference between Malta and U.S. 121.6 5.1%
Changes in valuation allowances
 353.6 14.9%
Interest limitation
 (353.6) (14.9%)
Nontaxable or nondeductible items, net
 (297.2) (12.5%)
Constellation Brands, Inc. FY 2026 Form 10-K
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Amount
% of Pretax
Income (Loss)
(in millions, except % of pretax income (loss) data)
Other foreign jurisdictions
Other (21.3) (0.9%)
Effect of cross-border tax laws:
Global intangible low-taxed income 187.8 7.9%
Other 53.9 2.3%
Tax credits
 (3.4) (0.1%)
Changes in valuation allowances
 51.0 2.1%
Nontaxable or nondeductible items, net 60.6 2.5%
Changes in unrecognized tax benefits
(245.4) (10.3%)
Income tax provision (benefit) at effective rate
 $ 621.0 26.1%
(1)State taxes in California, New York, and Illinois are attributable to greater than 50% of the net income tax provision (benefit) for the year ended February 28, 2026.

A reconciliation of the total tax provision (benefit) to the amount computed by applying the statutory U.S. federal income tax rate to income before provision for (benefit from) income taxes is as follows:
February 28, 2025 February 29, 2024
Amount % of
Pretax
Income (Loss)		 Amount % of
Pretax
Income (Loss)
(in millions, except % of pretax income (loss) data)
Income tax provision (benefit) at statutory rate $ (17.4) 21.0 % $ 466.6  21.0 %
State and local income taxes, net of federal income tax provision (benefit) (1)
 (31.2) 37.7 % 35.9  1.6 %
Net income tax benefit from a tax entity classification change —  — % (31.2) (1.4 %)
Earnings taxed at other than U.S. statutory rate (2)
 (241.0) 291.1 % (75.9) (3.4 %)
Net income tax provision (benefit) from legislative changes (3)
 —  — % (9.6) (0.4 %)
Wine and Spirits-related impairments including the non-deductible portion of the wine and spirits goodwill impairment 253.3  (306.0 %) —  — %
Excess tax benefits from stock-based compensation awards (4)
 (5.3) 6.4 % (8.0) (0.4 %)
Net income tax provision (benefit) recognized for adjustment to valuation allowance (5)
 24.1  (29.1 %) 86.2  3.9 %
Net income tax provision (benefit) in connection with sale of the remaining assets at the canceled Mexicali Brewery (22.2) 26.8 % —  — %
Net income tax provision (benefit) for various U.S. income tax credits (14.1) 17.0 % —  — %
Net income tax provision (benefit) in connection with the SVEDKA Divestiture 6.0  (7.2 %) —  — %
Miscellaneous items, net (3.9) 4.7 % (7.4) (0.3 %)
Income tax provision (benefit) at effective rate $ (51.7) 62.4 % $ 456.6  20.6 %
(1)Includes differences resulting from adjustments to the current and deferred state effective tax rates.
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(2)Consists of the following (i) difference between the U.S. statutory rate and local jurisdiction tax rates, (ii) the provision for incremental U.S. taxes on earnings of certain foreign subsidiaries offset by foreign tax credits, (iii) the non-U.S. portion of tax provision (benefit) recorded on the unrealized net gain (loss) from the changes in fair value of our investment in Canopy, and (iv) the non-U.S. portion of tax benefits recorded on the Canopy equity in earnings (losses) and related activities.
(3)The year ended February 29, 2024, represents a net income tax benefit resulting from the remeasurement of our deferred tax assets in connection with a legislative update in Switzerland.
(4)Represents the recognition of the income tax effect of stock-based compensation awards in the income statement when the awards vest or are settled.
(5)The year ended February 28, 2025, consists primarily of valuation allowances related to net operating losses and the year ended February 29, 2024, consists primarily of valuation allowances related to our investment in Canopy.

The liability for income taxes associated with uncertain tax positions, excluding interest and penalties, and a reconciliation of the beginning and ending unrecognized tax benefit liabilities is as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Balance as of March 1 $ 318.9  $ 416.1  $ 344.3 
Increases as a result of tax positions taken during a prior period 46.9  51.8  48.1 
Decreases as a result of tax positions taken during a prior period (102.2) (124.7) (2.5)
Increases as a result of tax positions taken during the current period 50.6  28.0  31.5 
Decreases related to settlements with tax authorities (46.3) (43.9) (2.8)
Decreases related to lapse of applicable statute of limitations (13.8) (8.4) (2.5)
Balance as of last day of February $ 254.1  $ 318.9  $ 416.1 

As of February 28, 2026, and February 28, 2025, we had $310.6 million and $438.4 million, respectively, of unrecognized tax benefit liabilities, including interest and penalties, recognized on our balance sheets. These liabilities are primarily recorded as non-current as of the balance sheet date.

As of February 28, 2026, we had $254.1 million of unrecognized tax benefit liabilities, if recognized these liabilities net of indirect impacts, would decrease the effective tax rate in the year of resolution by $200.4 million. As of February 28, 2025, we had $318.9 million of unrecognized tax benefit liabilities, if recognized these liabilities net of indirect impacts, would decrease the effective tax rate in the year of resolution by $183.4 million.

We file U.S. federal income tax returns and various state, local, and foreign income tax returns. Major tax jurisdictions where we are subject to examination by tax authorities include Italy, Mexico, New Zealand, Switzerland, and the U.S. Various U.S. federal, state, and foreign income tax examinations are currently in progress. With few exceptions, we are no longer subject to U.S. federal, state, local, or foreign income tax examinations for fiscal years prior to February 28, 2023.

We provide for additional tax expense based on probable outcomes of ongoing tax examinations and assessments in various jurisdictions. While it is often difficult to predict the outcome or the timing of resolution of any tax matter, we believe the reserves reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would require the use of cash.

Constellation Brands, Inc. FY 2026 Form 10-K
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Income taxes paid
A summary income taxes paid (net of refunds) for the year ended February 28, 2026 is as follows:
(in millions)
U.S. federal
 $ 78.1
U.S. state and local (1)
 16.4
Foreign
Mexico 66.7
Other 12.4
Total foreign
 79.1
Total
 $ 173.6
(1)No single U.S. state or local jurisdiction accounts for more than 5% of total income taxes paid.

Additionally, we paid $197.1 million and $333.5 million in income taxes (net of refunds), for the years ended February 28, 2025, and February 29, 2024, respectively.

Deferred tax assets and liabilities
Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income. Additionally, we have provided deferred income taxes, consisting primarily of foreign withholding and state taxes, on all applicable unremitted earnings of our foreign subsidiaries, except for those earnings that we consider to be indefinitely reinvested. Significant components of deferred tax assets (liabilities) consist of the following:
February 28,
2026		 February 28,
2025
(in millions)
Deferred tax assets
Intangible assets $ 1,540.2  $ 1,716.1 
Loss carryforwards 676.9  619.3 
Interest limitation
 432.4  121.7 
Lease liabilities 104.0  102.3 
Investments in unconsolidated investees 635.0  652.2 
Other accruals 286.3  212.2 
Gross deferred tax assets 3,674.8  3,423.8 
Valuation allowances (1,860.8) (1,170.0)
Deferred tax assets, net 1,814.0  2,253.8 
Deferred tax liabilities
Intangible assets (337.5) (264.9)
Property, plant, and equipment (122.7) (122.7)
Right-of-use assets (92.6) (88.3)
Derivative instruments (43.3) (6.9)
Other accruals (51.5) (58.3)
Total deferred tax liabilities (647.6) (541.1)
Deferred tax assets (liabilities), net $ 1,166.4  $ 1,712.7 

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, we consider the projected reversal of deferred tax liabilities and projected future taxable income as well as tax planning strategies. Based upon this assessment, we
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believe it is more likely than not that we will realize the benefits of these deductible differences, net of any valuation allowances.

As of February 28, 2026, operating loss carryforwards, which are primarily state and foreign, totaling $3.8 billion are being carried forward in a number of jurisdictions where we are permitted to use tax operating losses from prior periods to reduce future taxable income. Of these operating loss carryforwards, $2.2 billion will expire by fiscal 2033, $800.0 million will expire between fiscal 2034 and fiscal 2050, and $750.0 million may be carried forward indefinitely in certain jurisdictions. Additionally, as of February 28, 2026, federal capital losses totaling $1.4 billion are being carried forward in multiple jurisdictions; and will expire, if unused, between Fiscal 2029 and fiscal 2035. Interest limitation carryforwards totaling $1.8 billion may be carried forward indefinitely in certain jurisdictions.

We have recognized valuation allowances for operating loss carryforwards and other deferred tax assets when we believe it is more likely than not that these items will not be fully realized. The increase in our valuation allowances as of February 28, 2026, is primarily related to tax attributes.

Tax Legislation
OB3 Act
On July 4, 2025, the OB3 Act was signed into U.S. law. The OB3 Act extends and modifies several provisions originally introduced under the Tax Cuts and Jobs Act of 2017, while also implementing additional changes to U.S. federal tax law. Key provisions of the OB3 Act include (i) the permanent extension of 100% bonus depreciation for qualifying assets, (ii) the elimination of the requirement to capitalize and amortize U.S.-based research and experimental expenditures, allowing for immediate expensing, (iii) changes to the limitation on the deductibility of interest expense, and (iv) modifications to the taxation of foreign earnings and other international income tax provisions. The OB3 Act contains multiple effective dates, with certain provisions taking effect beginning in calendar year 2025 and others phased in through calendar year 2027.

We have performed an evaluation of the impact of the OB3 Act on our consolidated financial statements, including the effects on our annual effective tax rate, deferred tax assets and liabilities, and cash flows. Based on this analysis and activities performed in response to the legislation, there will continue to be a negative impact on our effective tax rate for Fiscal 2027, primarily driven by modifications to the taxation of foreign earnings and other international income tax provisions.

Additionally, for the year ended February 28, 2026, we recognized a valuation allowance against our deferred tax asset related to prior year interest expense limitations. We will continue to assess the implications of the OB3 Act, and our income tax provision may continue to be impacted as additional clarifications or interpretive guidance related to the OB3 Act is released.

Pillar Two
The OECD introduced a framework under Pillar Two which includes a 15% global minimum tax rate. Many jurisdictions in which we do business have started to enact laws implementing Pillar Two. We are monitoring these developments and currently do not believe these rules will have a material impact on our financial condition and/or consolidated results.

Constellation Brands, Inc. FY 2026 Form 10-K
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15. DEFERRED INCOME TAXES AND OTHER LIABILITIES

The major components of deferred income taxes and other liabilities are as follows:
February 28,
2026		 February 28,
2025
(in millions)
Operating lease liability $ 532.2 $ 539.1
Unrecognized tax benefit liabilities 309.6 424.3
Deferred income taxes 203.9 92.6
Derivative liabilities 8.9 42.6
Other 76.3 94.7
$ 1,130.9 $ 1,193.3

16. LEASES

General
We primarily lease certain vineyards, office and production facilities, warehouses, production equipment, and vehicles. We have concluded that certain grape purchasing arrangements associated with the purchase of grape production yielded from a specified block of a vineyard and certain third-party logistics arrangements contain a lease.

Balance sheet location
A summary of lease right-of-use assets and liabilities are as follows:
Balance Sheet Classification February 28,
2026		 February 28,
2025
(in millions)
Assets
Operating lease Other assets $ 582.4 $ 545.7
Finance lease
Property, plant, and equipment, net
 10.5 18.2
Total right-of-use assets $ 592.9 $ 563.9
Liabilities
Current:
Operating lease Other accrued expenses and liabilities $ 101.9 $ 76.7
Finance lease Current maturities of long-term debt 4.1 4.1
Non-current:
Operating lease Deferred income taxes and other liabilities 532.2 539.1
Finance lease Long-term debt, less current maturities 7.1 4.6
Total lease liabilities $ 645.3 $ 624.5

Constellation Brands, Inc. FY 2026 Form 10-K
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Lease cost
The components of total lease cost are as follows:
For the Years Ended

February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Operating lease cost $ 126.8  $ 112.6  $ 98.2 
Finance lease cost:
Amortization of right-of-use assets 5.4  7.2  9.4 
Interest on lease liabilities 0.7  1.0  1.4 
Short-term lease cost 9.2  11.5  10.5 
Variable lease cost 47.0  135.2  182.1 
Total lease cost $ 189.1  $ 267.5  $ 301.6 

Lease maturities
As of February 28, 2026, minimum payments due for lease liabilities for each of the five succeeding fiscal years and thereafter are as follows:
Operating Leases Finance Leases
(in millions)
Fiscal 2027 $ 128.6  $ 5.0 
Fiscal 2028 109.4  3.0 
Fiscal 2029 85.5  1.6 
Fiscal 2030 77.6  1.5 
Fiscal 2031 67.6  1.5 
Thereafter 317.4  0.7 
Total lease payments 786.1  13.3 
Less: Interest (152.0) (2.1)
Total lease liabilities $ 634.1  $ 11.2 

Related party transaction
We have a long-term lease for office space with an affiliate of a director.

Supplemental information
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 132.3 $ 114.8 $ 99.5
Operating cash flows from finance leases $ 0.7 $ 1.0 $ 1.4
Financing cash flows from finance leases $ 4.4 $ 7.0 $ 9.7
Right-of-use assets obtained in exchange for new lease liabilities
Operating leases $ 188.3 $ 63.0 $ 268.5
Finance leases $ 5.7 $ — $ —
Constellation Brands, Inc. FY 2026 Form 10-K
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For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Weighted-average remaining lease term (1)
Operating leases 10.2 years 11.6 years 10.7 years
Finance leases 4.0 years 2.3 years 2.8 years
Weighted-average discount rate
Operating leases 4.5% 4.2% 4.3%
Finance leases 9.5% 8.8% 7.5%
(1)Our leases have varying terms with remaining lease terms of up to approximately 29 years. Certain of our lease arrangements provide us with the option to extend or to terminate the lease early.

17. COMMITMENTS AND CONTINGENCIES

Purchase commitments and contingencies
We have entered into various long-term contracts in the normal course of business. As of February 28, 2026, the estimated aggregate minimum purchase commitments under these contracts through the date of the last contractual commitment are as follows:
Type Commitment Date Amount
(in millions)
Raw materials and supplies
Packaging, corn, malt, and grapes
 December 2037 $ 4,340.3
Contract services
Transportation, marketing, IT, warehousing and bottling, energy contract services, and consumer and market insights
 January 2032 574.6
Capital expenditures (1)
 Property, plant, and equipment and contractor and manufacturing services February 2029 70.2
In-process and finished goods inventories
Bulk wine and spirits and related contracts
December 2028
 21.9
$ 5,007.0
(1)Consists of purchase commitments entered into primarily in connection with the Brewery Projects.

Indemnification liabilities
In connection with prior divestitures, we have indemnified respective parties against certain liabilities that may arise subsequent to the divestiture. As of February 28, 2026, and February 28, 2025, these liabilities consist primarily of indemnifications related to certain income tax matters and lease contracts. As of February 28, 2026, and February 28, 2025, the carrying amount of our indemnification liabilities was $12.2 million and $18.4 million, respectively, and are included in other accrued expenses and liabilities and deferred income taxes and other liabilities. We do not expect to be required to make material payments under the indemnifications and we believe that the likelihood is remote that the indemnifications could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Supply chain finance program
We have an agreement with a financial institution for payment services and facilitate a voluntary supply chain finance program through this participating financial institution. The program is available to certain of our suppliers allowing them the option to manage their cash flow. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the program. Our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. We account for payments made under the supply
Constellation Brands, Inc. FY 2026 Form 10-K
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chain finance program the same as our other accounts payable, as a reduction to our cash flow from operating activities.

The changes in outstanding obligations under our supply chain finance program are as follows:
(in millions)
Balance, February 29, 2024
 $ 11.5 
Additions 190.5 
Settlements (1)
 (162.6)
Balance, February 28, 2025 (2)
 39.4 
Additions 266.0 
Settlements (1)
 (254.7)
Balance, February 28, 2026 (2)
 $ 50.7 
(1)Reflects amounts settled through the supply chain finance program and paid to the financial institution.
(2)Reflects amount payable to the participating financial institution for suppliers who voluntarily participated in the supply chain finance program and was included in accounts payable within our consolidated balance sheets.

Legal matters
In the ordinary course of our business, we are subject to lawsuits, arbitration, claims, and other legal proceedings in connection with our business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages and/or injunctive relief. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on our financial condition, results of operations, or cash flows. Management believes that we have adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent and that the outcome of these pending proceedings is not likely to have a material adverse effect on our financial condition, results of operations, and/or cash flows. However, we are unable to predict the outcome of these matters.

Regulatory matters
We are in discussions with various governmental agencies concerning matters raised during regulatory examinations or otherwise subject to such agencies’ inquiry. These matters could result in censures, fines, or other sanctions. Management believes the outcome of any pending regulatory matters will not have a material adverse effect on our financial condition, results of operations, and/or cash flows. However, we are unable to predict the outcome of these matters.

Insurance recoveries
During the year ended February 29, 2024, we recorded $56.3 million of business interruption and other recoveries from our insurance carriers. These recoveries related to an outage at our Nava Brewery due to severe winter weather events in early 2021. These proceeds are included in our consolidated results of operations for the year ended February 29, 2024.

18. 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
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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.

The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:
Class A
Stock
Class 1
Stock
Class A
Stock in
Treasury
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 (1)
 —  (76,914)
Vesting of performance share units (1)
 —  (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 (1)
 —  —  (90,941)
Vesting of performance share units (1)
 —  —  (8,757)
Balance at February 28, 2025 212,698,298  27,037  34,505,141 
Share repurchases —  —  5,652,107 
Conversion of shares 1,244  (1,244) — 
Exercise of stock options —  130  (59,714)
Employee stock purchases —  —  (66,110)
Vesting of restricted stock units (1)
 —  —  (104,328)
Balance at February 28, 2026 212,699,542  25,923  39,927,096 
(1)Net of the following shares withheld to satisfy tax withholding requirements:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
Restricted Stock Units 50,866 48,648 40,023
Performance Share Units — 5,728 8,735

Stock repurchases
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. In April 2025, our Board of Directors authorized the repurchase of up to $4.0 billion of our publicly traded common stock under the 2025 Authorization, which expires in February 2028. The 2025 Authorization replaced the 2023 Authorization in its entirety. Shares repurchased under these authorizations become treasury shares.

Constellation Brands, Inc. FY 2026 Form 10-K
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A summary of share repurchase activity is as follows:
For the Years Ended
February 28, 2026 February 28, 2025 February 29, 2024
Dollar
Value
Number
of Shares
 Dollar
Value
Number
of Shares
 Dollar
Value
Number
of Shares
(in millions, except share data)
2021 Authorization $ —  —  $ 613.7  2,462,271  $ 249.7  1,043,366 
2023 Authorization —  —  510.1  2,789,732  —  — 
2025 Authorization
 924.1  5,652,107  —  —  —  — 
$ 924.1  5,652,107  $ 1,123.8  5,252,003  $ 249.7  1,043,366 

Subsequent to February 28, 2026, we repurchased 641,481 shares of Class A Stock pursuant to the 2025 Authorization at an aggregate cost of $98.7 million (excluding Federal excise tax owed pursuant to the IRA) through open market transactions and a 10b5-1 Trading Plan. As of April 17, 2026, 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)
2021 Authorization $ 2,000.0  $ 2,000.0 8,337,547
2023 Authorization
 $ 2,000.0  $ 510.1 2,789,732
2025 Authorization (1)
 $ 4,000.0  $ 1,022.8 6,293,588
(1)As of April 17, 2026, $2,977.2 million remains available for future share repurchases, excluding the impact of Federal excise tax owed pursuant to the IRA.

Common stock dividends
In April 2026, our Board of Directors declared a quarterly cash dividend of $1.03 per share of Class A Stock and $0.93 per share of Class 1 Stock payable in the first quarter of Fiscal 2027.

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.

19. STOCK-BASED EMPLOYEE COMPENSATION

We have two stock-based employee compensation plans (as further discussed below). Total compensation cost recognized for our stock-based awards and income tax benefits related thereto are as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Total compensation cost recognized in our results of operations (1)
 $ 69.2 $ 72.2 $ 63.6
Income tax benefit related thereto recognized in our results of operations $ 10.2 $ 10.6 $ 9.5
(1)The majority is included in selling, general, and administrative expenses.

Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    100
PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Long-Term Stock Incentive Plan
Under our Long-Term Stock Incentive Plan, nonqualified stock options, restricted stock units, performance share units, and other stock-based awards may be granted to our employees, officers, and directors. The aggregate number of shares of our Class A Stock and Class 1 Stock available for awards under our Long-Term Stock Incentive Plan is 108,000,000 shares.

The exercise price, vesting period, and term of nonqualified stock options granted are established by the committee administering the plan (the “Committee”). The exercise price of any nonqualified stock option may not be less than the fair market value of our Class A Stock on the date of grant. Nonqualified stock options generally vest and become exercisable over a three-year period from the date of grant and expire as established by the Committee, but not later than 10 years after the grant date.

Grants of restricted stock units, performance share units, and other stock-based awards may contain such vesting periods, terms, conditions, and other requirements as the Committee may establish. Restricted stock unit awards are based on service and generally vest over one to three years from the date of grant. Performance share unit awards are based on service and the satisfaction of certain performance conditions, and vest over a required employee service period, generally from one to three years from the date of grant, which closely matches the performance period. The performance conditions include the achievement of specified financial or operational performance metrics, or market conditions which require the achievement of specified levels of stockholder return relative to other companies as defined in the applicable performance share unit agreement. The actual number of shares to be awarded upon vesting of a performance share unit award will range between 0% and 200% of the target award, based upon the measure of performance as certified by the Committee.

A summary of stock option activity under our Long-Term Stock Incentive Plan is as follows:
For the Years Ended
February 28, 2026 February 28, 2025 February 29, 2024
Number
of
Options		 Weighted
Average
Exercise
Price		 Number
of
Options		 Weighted
Average
Exercise
Price		 Number
of
Options		 Weighted
Average
Exercise
Price
Outstanding as of March 1 2,258,033  $ 212.95  2,564,288  $ 203.47  3,067,962  $ 194.47 
Granted —  $ —  124,418  $ 260.11  151,848  $ 226.76 
Exercised (59,844) $ 141.77  (393,016) $ 162.80  (584,302) $ 160.41 
Forfeited (26,800) $ 248.81  (29,237) $ 246.98  (55,351) $ 225.04 
Expired (168,175) $ 209.04  (8,420) $ 245.19  (15,869) $ 196.57 
Outstanding as of last day of February 2,003,214  $ 214.93  2,258,033  $ 212.95  2,564,288  $ 203.47 
Exercisable 1,814,172  $ 211.19  1,761,492  $ 203.26  1,702,984  $ 193.68 

As of February 28, 2026, the aggregate intrinsic value of our options outstanding and exercisable was $1.9 million each. In addition, the weighted average remaining contractual life for our options outstanding and exercisable was 4.5 years and 4.3 years, respectively.

Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    101
PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The fair value of stock options vested, and the intrinsic value of and tax benefit realized from the exercise of stock options, are as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Fair value of stock options vested $ 19.0 $ 23.6 $ 27.3
Intrinsic value of stock options exercised $ 2.4 $ 34.6 $ 54.6
Tax benefit realized from stock options exercised $ 0.6 $ 5.4 $ 10.4

The weighted average grant-date fair value of stock options granted and the weighted average inputs used to estimate the fair value on the date of grant using the Black-Scholes option-pricing model are as follows:
For the Years Ended (1)
February 28,
2025		 February 29,
2024
Grant-date fair value $ 78.32 $ 64.75
Expected life (2)
 5.8 years 5.8 years
Expected volatility (3)
 27.8% 28.8%
Risk-free interest rate (4)
 4.7% 3.6%
Expected dividend yield (5)
 1.6% 1.6%
(1)No stock options were granted for the year ended February 28, 2026.
(2)Based on historical experience of employees’ exercise behavior for similar type awards.
(3)Based primarily on historical volatility levels of our Class A Stock.
(4)Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
(5)Based on the calculated yield on our Class A Stock at date of grant using the current fiscal year projected annualized dividend distribution rate.

A summary of restricted stock unit and performance share unit activity under our Long-Term Stock Incentive Plan is as follows:
For the Years Ended
February 28, 2026 February 28, 2025 February 29, 2024
Number Weighted
Average
Grant-Date
Fair Value		 Number Weighted
Average
Grant-Date
Fair Value		 Number Weighted
Average
Grant-Date
Fair Value
Restricted Stock Units
Outstanding balance as of March 1, Nonvested 333,985  $ 246.73  335,614  $ 228.75  291,859  $ 223.75 
Granted 327,972  $ 183.23  171,601  $ 260.44  192,300  $ 227.30 
Vested (155,194) $ 243.70  (139,589) $ 220.63  (116,937) $ 213.83 
Forfeited (94,902) $ 211.26  (33,641) $ 245.56  (31,608) $ 228.90 
Outstanding balance as of last day of February, Nonvested 411,861  $ 205.48  333,985  $ 246.73  335,614  $ 228.75 
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    102
PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
For the Years Ended
February 28, 2026 February 28, 2025 February 29, 2024
Number Weighted
Average
Grant-Date
Fair Value		 Number Weighted
Average
Grant-Date
Fair Value		 Number Weighted
Average
Grant-Date
Fair Value
Performance Share Units
Outstanding balance as of March 1, Nonvested 140,072  $ 289.31  110,061  $ 292.78  85,649  $ 302.06 
Granted 83,741  $ 192.64  57,804  $ 290.73  67,734  $ 238.01 
Performance achievement (1)
 (26,457) $ 395.57  (6,366) $ 318.71  (10,725) $ 202.53 
Vested —  $ —  (14,485) $ 318.71  (21,848) $ 202.53 
Forfeited (17,717) $ 247.48  (6,942) $ 267.90  (10,749) $ 295.07 
Outstanding balance as of last day of February, Nonvested 179,639  $ 232.72  140,072  $ 289.31  110,061  $ 292.78 
(1)Reflects the net number of awards achieved above (below) target levels based on actual performance measured at the end of the performance period.

The fair value of shares vested for our restricted stock unit and performance share unit awards is as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Restricted stock units $ 28.7 $ 35.4 $ 27.0
Performance share units $ — $ 3.7 $ 5.0

The weighted average grant-date fair value of performance share units granted with a market condition and the weighted average inputs used to estimate the fair value on the date of grant using the Monte Carlo Simulation model are as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
Grant-date fair value $ 192.64 $ 324.98 $ 251.63
Grant-date price $ 183.61 $ 261.71 $ 224.38
Performance period 2.8 years 2.9 years 2.9 years
Expected volatility (1)
 24.5  % 20.4  % 23.8  %
Risk-free interest rate (2)
 3.7  % 4.7  % 3.8  %
Expected dividend yield (3)
 0.0  % 0.0  % 0.0  %
(1)Based primarily on historical volatility levels of our Class A Stock.
(2)Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the performance period.
(3)No expected dividend yield as units granted earn dividend equivalents.

Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan under which 9,000,000 shares of Class A Stock may be issued. Under the terms of the plan, eligible employees may purchase shares of our Class A Stock through payroll deductions. The purchase price is the lower of 85% of the fair market value of the stock on the first or last day of the purchase period.
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    103
PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
For the years ended February 28, 2026, February 28, 2025, and February 29, 2024, employees purchased 66,110 shares, 67,405 shares, and 59,408 shares, respectively, under this plan.

Other
As of February 28, 2026, there was $45.0 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under our stock-based employee compensation plans. This cost is expected to be recognized in our results of operations over a weighted-average period of 1.7 years. With respect to the issuance of shares under any of our stock-based compensation plans, we have the option to issue authorized but unissued shares or treasury shares.

20. NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBI

The computation of basic and diluted net income (loss) per common share for the applicable years ended is as follows:
February 28, 2026 February 28, 2025 February 29, 2024
(in millions, except per share data)
Net income (loss) attributable to CBI $ 1,686.7  $ (81.4) $ 1,727.4 
Weighted average common shares outstanding – basic 175.414  181.476  183.307 
Stock-based awards, primarily stock options (1)
 0.154  —  0.652 
Weighted average common shares outstanding – diluted 175.568  181.476  183.959 
Net income (loss) per common share attributable to CBI – basic $ 9.62  $ (0.45) $ 9.42 
Net income (loss) per common share attributable to CBI – diluted $ 9.61  $ (0.45) $ 9.39 
(1)The following securities were excluded from the calculation of diluted net income (loss) per common share for Class A Stock, as the effect of including these would have been anti-dilutive:
For the Years Ended
February 28, 2026 February 28, 2025 February 29, 2024
(in millions, except exercise price)
Stock-based awards, primarily stock options
 1.639  2.584  0.723 
Weighted average exercise price, stock options $ 235.72  $ 251.32  $ 246.64 

For the years ended February 28, 2026, and February 29, 2024, amounts were calculated using the treasury stock method. For the year ended February 28, 2025, all potentially dilutive securities outstanding at the end of the period were anti-dilutive due to the net loss position.

Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    104
PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
21. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) attributable to CBI includes the following components:
Before Tax
Amount
Tax
(Expense)
Benefit
 Net of Tax
Amount
(in millions)
For the Year Ended February 29, 2024
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss) $ 279.3  $ —  $ 279.3 
Amounts reclassified —  —  — 
Net gain (loss) recognized in other comprehensive income (loss) 279.3  —  279.3 
Unrealized gain (loss) on cash flow hedges:
Net cash flow hedge gain (loss)
 222.1  (26.4) 195.7 
Amounts reclassified (144.7) 16.7  (128.0)
Net gain (loss) recognized in other comprehensive income (loss) 77.4  (9.7) 67.7 
Pension/postretirement adjustments:
Net actuarial gain (loss) 2.1  (0.8) 1.3 
Amounts reclassified —  —  — 
Net gain (loss) recognized in other comprehensive income (loss) 2.1  (0.8) 1.3 
Other comprehensive income (loss) attributable to CBI $ 358.8  $ (10.5) $ 348.3 
For the Year Ended February 28, 2025
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss) $ (786.7) $ —  $ (786.7)
Amounts reclassified —  —  — 
Net gain (loss) recognized in other comprehensive income (loss) (786.7) —  (786.7)
Unrealized gain (loss) on cash flow hedges:
Net cash flow hedge gain (loss)
 (172.4) 20.9  (151.5)
Amounts reclassified (105.3) 12.4  (92.9)
Net gain (loss) recognized in other comprehensive income (loss) (277.7) 33.3  (244.4)
Pension/postretirement adjustments:
Net actuarial gain (loss) 3.1  (0.9) 2.2 
Amounts reclassified —  —  — 
Net gain (loss) recognized in other comprehensive income (loss) 3.1  (0.9) 2.2 
Share of OCI of equity method investments:
Net gain (loss) —  —  — 
Amounts reclassified (10.7) 0.1  (10.6)
Net gain (loss) recognized in other comprehensive income (loss) (10.7) 0.1  (10.6)
Other comprehensive income (loss) attributable to CBI $ (1,072.0) $ 32.5  $ (1,039.5)
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    105
PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Before Tax
Amount
Tax
(Expense)
Benefit
 Net of Tax
Amount
(in millions)
For the Year Ended February 28, 2026
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss) $ 827.6  $ —  $ 827.6 
Amounts reclassified —  —  — 
Net gain (loss) recognized in other comprehensive income (loss) 827.6  —  827.6 
Unrealized gain (loss) on cash flow hedges:
Net cash flow hedge gain (loss)
 387.2  (45.9) 341.3 
Amounts reclassified (82.3) 9.6  (72.7)
Net gain (loss) recognized in other comprehensive income (loss) 304.9  (36.3) 268.6 
Unrealized gain (loss) on net investment hedges:
Net investment hedge gain (loss)
 (6.7) 1.7  (5.0)
Amounts reclassified —  —  — 
Net gain (loss) recognized in other comprehensive income (loss) (6.7) 1.7  (5.0)
Pension/postretirement adjustments:
Net actuarial gain (loss) (7.2) 2.1  (5.1)
Amounts reclassified —  —  — 
Net gain (loss) recognized in other comprehensive income (loss) (7.2) 2.1  (5.1)
Share of OCI of equity method investments:
Net gain (loss) —  —  — 
Amounts reclassified (0.2) —  (0.2)
Net gain (loss) recognized in other comprehensive income (loss) (0.2) —  (0.2)
Other comprehensive income (loss) attributable to CBI $ 1,118.4  $ (32.5) $ 1,085.9 

Accumulated other comprehensive income (loss), net of income tax effect, includes the following components:
Foreign
Currency
Translation
Adjustments		 Unrealized Net
Gain (Loss)
on Derivative
Instruments		 Pension/
Postretirement
Adjustments
Share of OCI
of Equity
Method
Investments
 Accumulated
Other
Comprehensive
Income (Loss)
(in millions)
Balance at February 28, 2025 $ (683.8) $ 21.8  $ (0.4) $ (0.3) $ (662.7)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification adjustments 827.6  336.3  (5.1) —  1,158.8 
Amounts reclassified from accumulated other comprehensive income (loss) —  (72.7) —  (0.2) (72.9)
Other comprehensive income (loss) 827.6  263.6  (5.1) (0.2) 1,085.9 
Balance at February 28, 2026 $ 143.8  $ 285.4  $ (5.5) $ (0.5) $ 423.2 

Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    106
PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
22. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK

Net sales to our 10 largest Customers represented approximately 60% of our total net sales for each of the years ended February 28, 2026, February 28, 2025, and February 29, 2024, and are expected to continue to represent a significant portion of our revenues. Net sales to Customers which individually represent 10% or more of our net sales, and the associated accounts receivable from these Customers as a percentage of our total accounts receivable, are as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
Reyes Beer Division entities
Net sales 27.5  % 25.4  % 25.1  %
Accounts receivable 22.0  % 15.0  % 17.7  %
Southern Glazer’s Wine and Spirits
Net sales 6.7  % 11.2  % 11.7  %
Accounts receivable 16.7  % 32.9  % 28.1  %

Net sales for the Customers above are primarily reported within the Beer and Wine and Spirits segments, respectively. Our arrangements with certain of our Customers may, generally, be terminated by either party with prior notice. The majority of our accounts receivable balance is generated from sales to independent distributors with whom we have a predetermined collection date arranged through electronic funds transfer. We perform ongoing credit evaluations of our Customers’ financial position, and management is of the opinion that any risk of significant loss is reduced due to the diversity of our Customers and geographic sales area.

23. BUSINESS SEGMENT INFORMATION

Our internal management financial reporting consists of two business divisions: (i) Beer and (ii) Wine and Spirits and we report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and Other. In the Beer segment, our portfolio consists of high-end imported beer brands and ABAs. We have an exclusive perpetual brand license to produce our beer portfolio and to import, market, and sell such portfolio in the U.S. In the Wine and Spirits segment, we sell a portfolio comprised of exclusively higher-end wine and spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of corporate communications, corporate development, corporate finance, corporate strategy, executive management, human resources, internal audit, investor relations, IT, legal, and public affairs, as well as our investments such as those made through our corporate venture capital function. All costs included in the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and are, therefore, not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other segment are not included in our CODM’s evaluation of the operating income (loss) performance of the other reportable segments. Our CODM is our President and Chief Executive Officer. The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting. Long-lived tangible assets and total asset information by segment is not provided to, or reviewed by, our CODM as it is not used to make strategic decisions, allocate resources, or assess performance. Our CODM utilizes segment comparable operating income (loss) performance in deciding how to deploy capital in line with disciplined and balanced priorities. These priorities largely include investing in our people and our brands, making capital investments and strategic acquisitions, providing a cash dividend program, and from time-to-time, repurchasing shares of our common stock. Our CODM also monitors budgeted versus actual results in assessing segment operating performance and understanding underlying business trends.

Management excludes Comparable Adjustments from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment operating
performance and the incentive compensation of segment management are evaluated based on core segment operating income (loss) which does not include the impact of these Comparable Adjustments, collectively referred to as comparable operating income (loss). We evaluate segment operating performance based on comparable operating income (loss) of the respective business units.

The accounting policies of the segments are the same as those described for the Company in the Summary of Significant Accounting Policies in Note 1. Segment information is as follows:
Beer Wine and
Spirits		 Corporate
Operations
and Other		 Consolidated
(in millions)
For the Year Ended February 28, 2026
Net sales $ 8,315.2  $ 823.8  $ —  $ 9,139.0 
Cost of product sold (1)
 (3,953.7) (491.9) — 
Marketing (774.9) (92.5) — 
% Net sales 9.3  % 11.2  %
General and administrative expenses (1)
 (425.6) (228.9) (228.3)
Comparable operating income (loss) (1)
 3,161.0  10.5  (228.3) 2,943.2 
Operating margin 38.0  % 1.3  %
Comparable adjustments (2)
 (221.8)
Operating income (loss) 2,721.4 
Income (loss) from unconsolidated investments (3)
 9.0 
Interest expense, net (4)
 (352.6)
Income (loss) before income taxes $ 2,377.8 
Capital expenditures $ 762.4  $ 107.4  $ 5.2  $ 875.0 
Depreciation and amortization $ 330.9  $ 67.1  $ 22.0  $ 420.0 
% Net sales 4.0  % 8.1  %
For the Year Ended February 28, 2025
Net sales $ 8,539.8  $ 1,668.9  $ —  $ 10,208.7 
Cost of product sold (1)
 (3,973.7) (926.6) — 
Marketing (769.0) (162.2) — 
% Net sales 9.0  % 9.7  %
General and administrative expenses (1)
 (402.7) (255.0) (244.6)
Comparable operating income (loss) (1)
 3,394.4  325.1  (244.6) 3,474.9 
Operating margin 39.7  % 19.5  %
Comparable adjustments (2)
 (3,120.0)
Operating income (loss) 354.9 
Income (loss) from unconsolidated investments (3)
 (26.3)
Interest expense, net (4)
 (411.4)
Income (loss) before income taxes $ (82.8)
Capital expenditures $ 991.5  $ 177.0  $ 45.6  $ 1,214.1 
Depreciation and amortization $ 341.1  $ 84.2  $ 21.7  $ 447.0 
% Net sales 4.0  % 5.0  %
For the Year Ended February 29, 2024
Net sales $ 8,162.6  $ 1,799.2  $ —  $ 9,961.8 
Cost of product sold (1)
 (3,948.4) (963.1) — 
Marketing (688.5) (165.0) — 
% Net sales 8.4  % 9.2  %
General and administrative expenses (1)
 (431.3) (272.4) (247.6)
Comparable operating income (loss) (1)
 3,094.4  398.7  (247.6) 3,245.5 
Operating margin 37.9  % 22.2  %
Comparable adjustments (2)
 (75.8)
Operating income (loss) 3,169.7 
Income (loss) from unconsolidated investments (3)
 (511.8)
Interest expense, net (4)
 (436.1)
Income (loss) before income taxes $ 2,221.8 
Capital expenditures $ 947.9  $ 185.6  $ 135.6  $ 1,269.1 
Depreciation and amortization $ 323.9  $ 88.8  $ 16.5  $ 429.2 
% Net sales 4.0  % 4.9  %
(1)Amounts are determined and presented on a non-GAAP basis and are intended to reflect our core operations.
(2)Comparable Adjustments that impacted comparability in our segment operating income (loss) for each period are as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Cost of product sold
Strategic business reconfiguration costs $ (4.8) $ (10.7) $ — 
Flow through of inventory step-up (4.1) (10.2) (3.6)
Net gain (loss) on undesignated commodity derivative contracts 23.6  (0.3) (44.2)
Settlements of undesignated commodity derivative contracts 3.4  26.8  15.0 
Other gains (losses) —  0.6  — 
Comparable Adjustments, Cost of product sold 18.1  6.2  (32.8)
Selling, general, and administrative expenses
2025 Restructuring Initiative
 (72.2) (49.7) — 
Transition services agreements activity (35.7) (22.6) (24.9)
Strategic business reconfiguration costs
 (10.4) (29.6) (46.3)
Chief Executive Officer severance and transition benefits
 (7.8) —  — 
Insurance recoveries —  —  55.1 
Other gains (losses) (i)
 27.9  (14.6) (11.8)
Comparable Adjustments, selling, general, and administrative expenses (98.2) (116.5) (27.9)
Goodwill and intangible assets impairment —  (2,797.7) — 
Asset impairment and related expenses
 (109.8) (478.0) — 
Gain (loss) on sale of business (31.9) 266.0  (15.1)
Comparable Adjustments, Operating income (loss) $ (221.8) $ (3,120.0) $ (75.8)
(i)
 Primarily includes the following:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Gain (loss) on sale of assets
 $ 3.0  $ —  $ — 
Net loss on foreign currency as a result of the resolution of various tax examinations and assessments $ —  $ (20.7) $ — 
Decreases in estimated fair values of contingent liabilities associated with prior period acquisitions $ 25.6  $ 7.0  $ 2.0 
Net loss from changes in the indemnification of liabilities associated with prior period divestitures $ —  $ —  $ (12.7)
(3)
 Income (loss) from unconsolidated investments consists of:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Equity in earnings (losses) from other equity method investees and related activities $ 15.5  $ 23.1  $ 31.0 
Unrealized net gain (loss) on securities measured at fair value
 (5.0) (47.9) (85.4)
Equity method investments impairment (1.5) (8.7) (136.1)
Net gain in connection with Exchangeable Shares
 —  7.2  — 
Equity in earnings (losses) from Canopy and related activities
 —  —  (321.3)
$ 9.0  $ (26.3) $ (511.8)
(4)
 Interest expense, net consists of:
For the Years Ended
February 28, 2026 February 28, 2025 February 29, 2024
(in millions)
Interest expense $ (361.6) $ (418.4) $ (443.6)
Interest income 10.4  7.0  8.2 
Loss on extinguishment of debt (1.4) —  (0.7)
$ (352.6) $ (411.4) $ (436.1)

Our principal area of operation is in the U.S. Current operations outside the U.S. are in Mexico for the Beer segment and primarily in New Zealand and Italy for the Wine and Spirits segment. Revenues are attributed to countries based on the location of the customer. Geographic data is as follows:
For the Years Ended
February 28,
2026		 February 28,
2025		 February 29,
2024
(in millions)
Net sales
U.S. $ 9,005.7 $ 10,016.4 $ 9,748.1
Non-U.S. (1)
133.3 192.3 213.7
$ 9,139.0 $ 10,208.7 $ 9,961.8
(1)Consists primarily of Canada, New Zealand, Australia, and Italy for the year ended February 28, 2026, primarily of Canada and Italy for the year ended February 28, 2025, and primarily of Canada and New Zealand for the year ended February 29, 2024.

February 28,
2026		 February 28,
2025
(in millions)
Long-lived tangible assets
U.S. $ 900.9 $ 898.9
Non-U.S. (primarily Mexico) 7,620.0 6,510.9
$ 8,520.9 $ 7,409.8

24. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

A summary of selected quarterly financial information is as follows:
For the Three Months Ended
February 28,
2026		 February 28,
2025
(in millions, except per share data)
Net sales $ 1,920.2  $ 2,164.2 
Gross profit $ 951.7  $ 1,114.7 
Net income (loss) attributable to CBI (1)
 $ 201.8  $ (375.3)
Net income (loss) per common share attributable to CBI (1):
Basic – Class A Stock $ 1.16  $ (2.09)
Diluted – Class A Stock $ 1.16  $ (2.09)
(1)Includes the following:
For the Three Months Ended
February 28,
2026		 February 28,
2025
(in millions, net of income tax effect)
Net income tax expense recognized for adjustments to valuation allowances $ (110.0) $ (73.3)
Asset impairment and related expenses
 $ (42.1) $ (364.2)
Net income tax benefit (expense) from the resolution of various tax examinations and assessments related to prior periods $ 93.4  $ (1.9)
Goodwill and intangible assets impairment $ —  $ (497.6)
Unrealized net gain (loss) on securities measured at fair value $ —  $ (45.4)
Gain (loss) on sale of business $ —  $ 195.0 
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    107
PART II OTHER KEY INFORMATION
ITEM 9A. CONTROLS AND PROCEDURES

Disclosure controls and procedures
Our Chief Executive Officer and our Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting
See page 57 of this Form 10-K for Management’s Annual Report on Internal Control over Financial Reporting, which is incorporated herein by reference.

See page 58 of this Form 10-K for the attestation report of KPMG LLP, our independent registered public accounting firm, which is incorporated herein by reference.

In connection with management’s quarterly evaluation of “internal control over financial reporting” (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)), no changes were identified in our internal control over financial reporting during our fiscal quarter ended February 28, 2026 (our fourth fiscal quarter) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B. OTHER INFORMATION

Director and Officer 10b5-1 Trading Arrangements
During the three months ended February 28, 2026, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.


Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    108
PART III OTHER KEY INFORMATION

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this Item (except for the information regarding executive officers required by Item 401 of Regulation S-K which is included in Part I hereof) is incorporated herein by reference to the Proxy Statement including under those sections of the Proxy Statement to be titled “Proposal 1 - Election of Directors,” and “Our Board Committees.” The Proxy Statement will be filed within 120 days after the end of our fiscal year.

Our Chief Executive Officer and Senior Financial Executive Code of Ethics applies to our chief executive officer and our senior financial officers. The Chief Executive Officer and Senior Financial Executive Code of Ethics is located on our investor relations website at https://ir.cbrands.com. Amendments to, and waivers granted under, our Chief Executive Officer and Senior Financial Executive Code of Ethics, if any, will be posted to our investor relations website as well. We will provide to anyone, without charge, upon request, a copy of such Code of Ethics. Such requests should be directed in writing to Investor Relations Department, Constellation Brands, Inc., 50 East Broad Street, Rochester, New York 14614 or by telephoning our Investor Center at 1-888-922-2150.

Our Board of Directors has adopted an insider trading policy governing purchases, sales, and other transactions in our securities by employees, officers, directors, and other designated individuals, which is reasonably designed to promote compliance with applicable securities laws and regulations. A copy of this policy is filed as Exhibit 19.1 to this Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with applicable securities laws, regulations, and New York Stock Exchange listing standards.


ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the Proxy Statement including under those sections of the Proxy Statement to be titled “Executive Compensation” (except for the information under the subheadings “Pay versus Performance” and “Proposal 3 – Advisory Vote on Executive Compensation”), “Compensation Committee Interlocks and Insider Participation,” and “Director Compensation.” The Proxy Statement will be filed within 120 days after the end of our fiscal year. Notwithstanding the foregoing, the Compensation Committee Report included within the section of the Proxy Statement to be titled “Executive Compensation” is only being “furnished” hereunder and shall not be deemed “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the Proxy Statement including under that section of the Proxy Statement to be titled “Beneficial Ownership.” The Proxy Statement will be filed within 120 days after the end of our fiscal year.

Securities authorized for issuance under equity compensation plans
The following table sets forth information with respect to our compensation plans under which our equity securities may be issued, as of February 28, 2026. The equity compensation plans approved by security holders include our Long-Term Stock Incentive Plan and our 1989 Employee Stock Purchase Plan.

Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    109
PART III OTHER KEY INFORMATION

Equity Compensation Plan Information
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders 2,774,353
(1)
 $ 214.93
(2)
 9,675,477
(3)
Equity compensation plans not approved by security holders — $ — —
Total 2,774,353 $ 214.93 9,675,477
(1)Includes 359,278 shares of unvested performance share units and 411,861 shares of unvested restricted stock units under our Long-Term Stock Incentive Plan. The unvested performance share units represent the maximum number of shares to be awarded, or up to 200% of the target shares granted. We currently estimate that 78,338 of the target shares granted will be awarded at 200%, 54,030 of the target shares granted will be awarded at approximately 30%, and 47,271 of the target shares granted will not be awarded based upon our expectations as of February 28, 2026, regarding the achievement of specified performance targets.
(2)Excludes unvested performance share units and unvested restricted stock units under our Long-Term Stock Incentive Plan that can be exercised for no consideration.
(3)Includes 977,943 shares of Class A Stock under our Employee Stock Purchase Plan remaining available for purchase, of which approximately 29,400 shares are subject to purchase during the current offering period.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to the Proxy Statement including under those sections of the Proxy Statement to be titled “Proposal 1 - Election of Directors,” “Board Leadership Structure,” “Our Board Committees,” and “Certain Relationships and Related Transactions.” The Proxy Statement will be filed within 120 days after the end of our fiscal year.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the Proxy Statement including under that section of the Proxy Statement to be titled “Audit Matters.” The Proxy Statement will be filed within 120 days after the end of our fiscal year.

Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    110
PART IV OTHER KEY INFORMATION
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.Financial Statements

The following consolidated financial statements of the Company are submitted herewith:

Management’s Annual Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm – KPMG LLP

Report of Independent Registered Public Accounting Firm – KPMG LLP

Consolidated Balance Sheets – February 28, 2026, and February 28, 2025

Consolidated Statements of Comprehensive Income (Loss) for the years ended February 28, 2026, February 28, 2025, and February 29, 2024

Consolidated Statements of Changes in Stockholders’ Equity for the years ended February 28, 2026, February 28, 2025, and February 29, 2024

Consolidated Statements of Cash Flows for the years ended February 28, 2026, February 28, 2025, and February 29, 2024

Notes to Consolidated Financial Statements

2.Financial Statement Schedules

Schedules are not submitted because they are not applicable or not required under Regulation S-X or because the required information is included in the financial statements or notes thereto.

3.Exhibits required to be filed by Item 601 of Regulations S-K

The information called for by this Item is incorporated by reference from the Index to Exhibits included in this Form 10-K.


ITEM 16. FORM 10-K SUMMARY

None.

Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    111
PART IV OTHER KEY INFORMATION
INDEX TO EXHIBITS

INCORPORATED BY REFERENCE
EXHIBIT NO. EXHIBIT DESCRIPTION FORM EXHIBIT FILING DATE
3.1 8-K 3.1 November 10, 2022
3.2 8-K
3.1
October 2, 2025
4.1 8-K 4.1 April 23, 2012
4.1.1
 10-K 4.26 April 25, 2016
4.1.2
 8-K 4.1 December 6, 2016
4.1.3
 8-K 4.2 May 9, 2017
4.1.4
 8-K 4.3 May 9, 2017
4.1.5
 8-K 4.2 February 7, 2018
4.1.6
 8-K 4.3 February 7, 2018
4.1.7
 8-K 4.3 October 29, 2018
4.1.8
 8-K 4.4 October 29, 2018
4.1.9
 8-K 4.1 July 29, 2019
4.1.10
 8-K 4.1 April 27, 2020
4.1.11
 8-K 4.2 April 27, 2020
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    112
PART IV OTHER KEY INFORMATION
INCORPORATED BY REFERENCE
EXHIBIT NO. EXHIBIT DESCRIPTION FORM EXHIBIT FILING DATE
4.1.12
 8-K 4.1 July 26, 2021
4.1.13
 8-K 4.2 May 9, 2022
4.1.14
 8-K 4.3 May 9, 2022
4.1.15
 8-K 4.1 May 1, 2023
4.1.16
 8-K 4.1 January 11, 2024
4.1.17
 8-K 4.1
May 1, 2025
4.1.18
 8-K 4.1
October 17, 2025
4.2 8-K 4.1
April 28, 2025
4.3 8-K 99.3 November 10, 2022
10.1 8-K 10.4 July 20, 2017
10.1.1 8-K 10.1 May 1, 2014
10.1.2 8-K 10.1 April 28, 2016
10.1.3 8-K 10.1 April 25, 2017
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    113
PART IV OTHER KEY INFORMATION
INCORPORATED BY REFERENCE
EXHIBIT NO. EXHIBIT DESCRIPTION FORM EXHIBIT FILING DATE
10.1.4 8-K 10.1 April 26, 2018
10.1.5 8-K 10.1 April 26, 2019
10.1.6 10-Q 10.5 July 1, 2020
10.1.7
10.1.8
 8-K 10.2 April 23, 2021
10.1.9
10-Q
10.1
July 2, 2025
10.1.10
 8-K
10.1
July 17, 2025
10.1.11
10.1.12
 10-Q 10.7 July 1, 2020
10.1.13
 10-Q 10.2 July 3, 2024
10.1.14
 10-Q 10.2
July 2, 2025
10.1.15
 8-K
10.2
July 17, 2025
10.1.16
 8-K 99.1 April 22, 2010
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    114
PART IV OTHER KEY INFORMATION
INCORPORATED BY REFERENCE
EXHIBIT NO. EXHIBIT DESCRIPTION FORM EXHIBIT FILING DATE
10.1.17
 8-K 10.1 July 25, 2014
10.1.18
 8-K 10.1 July 22, 2016
10.1.19
 8-K 10.1 July 20, 2017
10.1.20
 10-Q 10.6 October 3, 2019
10.1.21
 10-Q 10.7 October 3, 2019
10.1.22
10-Q
10.3
July 2, 2025
10.2 8-K 10.1 July 31, 2012
10.3
10.4 10-K 10.14 June 1, 1999
10.4.1 10-Q 10 July 15, 1999
10.4.2 10-K 10.20 May 29, 2001
10.4.3 8-K 99.2 April 13, 2005
10.5 8-K 99.3 April 13, 2005
10.5.1 10-Q 10.7 July 10, 2007
10.5.2 10-Q 10.2 January 9, 2014
10.5.3 8-K 10.1 October 4, 2018
10.6 8-K 99.1 May 21, 2008
10.6.1 10-Q 10.3 January 5, 2023
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    115
PART IV OTHER KEY INFORMATION
INCORPORATED BY REFERENCE
EXHIBIT NO. EXHIBIT DESCRIPTION FORM EXHIBIT FILING DATE
10.7 10-K 10.57 April 28, 2015
10.7.1
 8-K
10.2
February 12, 2026
10.8 10-Q 10.3 June 29, 2017
10.9 10-Q
10.4
July 2, 2025
10.10
 10-K 10.1 April 23, 2024
10.11
 8-K
10.1
 February 12, 2026
10.12
 8-K
10.1
 October 2, 2025
10.13
10.14
 8-K 10.1 June 30, 2022
10.14.1
 10-Q 10.4 January 5, 2023
10.14.2
 10-K 10.41 April 20, 2023
10.14.3
 8-K 99.1 July 10, 2023
10.15
 8-K 10.1 November 10, 2022
10.16
 10-Q 10.1 October 3, 2024
10.17
 10-Q
10.3
October 7, 2025
10.18
 10-K 10.45 April 20, 2023
19.1 10-K
19.1
April 23, 2025
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    116
PART IV OTHER KEY INFORMATION
INCORPORATED BY REFERENCE
EXHIBIT NO. EXHIBIT DESCRIPTION FORM EXHIBIT FILING DATE
21.1
23.1
31.1
31.2
32.1
32.2
97.1 10-K 97.1 April 23, 2024
99.1 8-K 99.1 July 26, 2013
99.1.1 8-K 99.1 April 28, 2016
99.2 8-K 99.2 October 26, 2022
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (filed herewith).
101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document (filed herewith).
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*    Designates management contract or compensatory plan or arrangement.
†    The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such exhibits, disclosure schedules, and other schedules, as applicable, or any section thereof, to the SEC upon request.
+    Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
The Company agrees, upon request of the SEC, to furnish copies of each instrument that defines the rights of holders of long-term debt of the Company or its subsidiaries that is not filed herewith pursuant to Item 601(b)(4)(iii)(A) because the total amount of long-term debt authorized under such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    117

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONSTELLATION BRANDS, INC.
By: /s/ Nicholas I. Fink
April 22, 2026
Nicholas I. Fink
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Nicholas I. Fink /s/ Garth Hankinson
April 22, 2026 April 22, 2026
Nicholas I. Fink, Director, President
and Chief Executive Officer (principal
executive officer)
 Garth Hankinson, Executive Vice
President and Chief Financial Officer
(principal financial officer and
principal accounting officer)
/s/ Christopher J. Baldwin /s/ Christy Clark
April 22, 2026 April 22, 2026
Christopher J. Baldwin, Director and
Independent Chair of the Board		 Christy Clark, Director
/s/ Jennifer M. Daniels /s/ William T. Giles
April 22, 2026 April 22, 2026
Jennifer M. Daniels, Director William T. Giles, Director
/s/ Ernesto M. Hernández /s/ José Manuel Madero Garza
April 22, 2026 April 22, 2026
Ernesto M. Hernández, Director José Manuel Madero Garza, Director
/s/ Daniel J. McCarthy /s/ Richard Sands
April 22, 2026 April 22, 2026
Daniel J. McCarthy, Director Richard Sands, Director
/s/ Robert Sands /s/ Luca Zaramella
April 22, 2026 April 22, 2026
Robert Sands, Director Luca Zaramella, Director
Constellation Brands, Inc. FY 2026 Form 10-K
#WORTHREACHINGFOR    I    118
EX-10.1 7 2 stzex1017_228202610k.htm EX-10.1 7 Document


Exhibit 10.1.7
image.jpg
STOCK OPTION AGREEMENT - GLOBAL

TERMS AND CONDITIONS OF STOCK OPTIONS
CLASS 1 COMMON STOCK


Name of Participant:
Grant Date:
Number of Options Granted:
Exercise Price:
Vesting Dates and Shares to Vest: VEST DATE SHARES
Earliest Retirement Date:
The first November 1st that is at least six months following the Grant Date
Termination Date:

Constellation Brands, Inc. (the “Company”) hereby awards under the Company’s Long-Term Stock Incentive Plan, Amended and Restated as of July 18, 2017 (the “Plan”) to the designated participant (the “Participant”), stock options to purchase Class 1 Common Stock, par value US$0.01 per share, of the Company (“Shares”). The principal features of this Award are set forth above, including the date of grant of the stock options (the “Grant Date”). The stock options represented by this agreement (the “Options”) are subject to the provisions of the terms and conditions of the agreement and the appendix, if any (together, the “Agreement”). The Options are Non-Qualified Stock Options granted pursuant to Section 5 of the Plan. The Number of Options Granted set forth above is referred to in this Agreement as “Option Shares.”

PLEASE BE SURE TO READ ALL OF THE SPECIFIC TERMS AND CONDITIONS OF THE AGREEMENT. TO THE EXTENT ANY CAPITALIZED TERMS USED IN THE TERMS AND CONDITIONS ARE NOT DEFINED HEREIN, THEY WILL HAVE THE MEANING ASCRIBED TO THEM IN THE PLAN.

BY MY ELECTRONIC ELECTION TO ACCEPT THE TERMS AND CONDITIONS OF THIS AWARD OF OPTIONS (WHICH SERVES AS MY ELECTRONIC SIGNATURE OF THE AGREEMENT), I AGREE THAT MY PARTICIPATION IN THE PLAN IS GOVERNED BY THE PROVISIONS OF THE PLAN AND THE AGREEMENT (INCLUDING ITS TERMS AND CONDITIONS AND THE APPENDIX, IF ANY, FOR MY COUNTRY OF RESIDENCE OR EMPLOYMENT, IF DIFFERENT).



2
TERMS AND CONDITIONS OF STOCK OPTION AGREEMENT

1.Term of Options. The Options hereby granted on the Grant Date (as set forth on the first page of this Agreement) to purchase up to the Number of Options Granted (as set forth on the first page of this Agreement) will terminate and expire, to the extent not previously exercised or earlier terminated as provided in this Agreement, at 5:00 p.m. U.S. Eastern Time on the Termination Date (as set forth on the first page of this Agreement). All references to times and dates in the Plan or in documents or materials relating to the Plan refer to Eastern Standard Time (or Eastern Daylight Savings Time, as appropriate) in the United States of America and to dates in New York State based on such Eastern Standard Time (or Eastern Daylight Savings Time, as appropriate).

2.Vesting Schedule and Exercise Period.

(a)Service. Except as otherwise provided for in this Section, the Options shall vest and become exercisable in accordance with the Vesting Dates (as set forth on the first page of this Agreement); provided, in each case, that the Participant remains in Continuous Service with the Company, any of its Subsidiaries, or any other entity which is a Related Entity (the “Employer”) until such date. The Participant ceases to be in Continuous Service with the Employer on the date that the entity employing the Participant ceases to be a Subsidiary or an entity which is a Related Entity. For Participants based outside of the United States, the Participant ceases to be employed on the later of (i) the date that is the last day of any statutory notice of termination period applicable to the Participant pursuant to applicable employment standards legislation (but only if the Participant is entitled to such a notice under applicable employment standards legislation), or (ii) the date that is designated by the Employer as the last day of the Participant’s employment with the Employer, and the date that the Participant ceases to be employed by the Employer specifically does not mean the expiration date for any period of reasonable notice that the Employer may be required at law to provide to the Participant.

(b)Death or Disability. Subject to the limitations on exercise set forth below, if a Participant dies or suffers a Disability (as defined below), all the unvested Option Shares shall become immediately vested and exercisable on the date of death or Disability. Options which have vested prior to or vest on the date the Participant ceases to be employed by the Employer due to death or Disability may be exercised within three (3) years after the date of death or Disability. “Disability” means a disability as defined under Treasury regulation section 1.409A-3(i)(4)(i)(A) which generally means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(c)Involuntary Termination without Cause or Voluntary Termination for Good Reason. Subject to the limitations on exercise set forth below, if the Participant ceases to be in Continuous Service with the Employer prior to the Final Vesting Date as a result of the Participant’s involuntary termination without Cause or voluntary termination for Good Reason, then all the unvested Option Shares shall continue to vest and become exercisable according to the percentages and Vesting Dates (as set forth on the first page of this Agreement). Options which have vested prior to, as of or which vest after the Participant’s termination date may be exercised until the date that is the earlier of the Termination Date or the date that is six (6) years following the later of the Vesting Date applicable to such Option Shares or the Participant’s termination.

(d)Retirement. Subject to the limitations on exercise set forth below, if a Participant ceases to be in Continuous Service with the Employer as a result of the Participant’s Retirement (as defined below) at any time on or after the Earliest Retirement Date (as set forth on the first page of this Agreement), all the unvested Option Shares shall continue to vest and become exercisable according to the percentages and Vesting Dates (as set forth on the first page of this Agreement). Options which have vested after the Participant’s Retirement may be exercised within any time prior to the Termination Date (as set forth on the first page of this Agreement). For purposes of the Agreement:



3

(i)“Retirement” means the Participant ceases to be in Continuous Service with the Employer for any reason other than Cause, death or disability (including but not limited to a Disability) on or after the date the Participant attains Retirement Eligibility with respect to this Award;

(ii)“Retirement Eligibility” with respect to this Award means a Participant attaining either: (A) age fifty five (55) and completing ten (10) Full Years of Continuous Service with the Employer; or (B) age sixty (60) and completing five (5) Full Years of Continuous Service with the Employer; and

(iii)“Full Year” means a twelve-month period beginning on the date of the Participant’s commencement of service for the Employer and each anniversary thereof.

The Participant’s Continuous Service with the Employer shall be determined by the Committee in its sole discretion.

(e)Other Terminations. Subject to the limitations on exercise set forth below, if a Participant ceases to be in Continuous Service with the Employer, and sections 2(b) – (d) are not applicable to the Participant, all the unvested Option Shares shall become immediately forfeited on the date that the Participant ceases to be in Continuous Service and Options which have vested prior to the date may be exercised for a period of ninety (90) days following such termination.

(f)Leave of Absence. Unless otherwise determined by the Committee, an authorized leave of absence pursuant to a written agreement or other leave entitling the Participant to reemployment in a comparable position by law or rule shall not constitute a termination of employment for purposes of the Plan and shall not interrupt the Participant’s Continuous Service with the Employer unless the Participant does not return at or before the end of the authorized leave or within the period for which re-employment is guaranteed by law or rule.

(g)Change in Control. If the successor or purchaser in the Change in Control has assumed the Company’s obligations with respect to the Options or provided a substitute award as contemplated by Section 22 of the Plan and, within 24 months following the occurrence of the Change in Control, the Participant’s employment is terminated without Cause or Participant terminates employment for Good Reason, the Options or such substitute award shall become fully vested and exercisable with respect to all Option Shares covered by the Options as of the time immediately prior to such termination of employment and, all of the Options may be exercised until the date that is the earlier of the Termination Date or the date that is six (6) years following such termination.

(h)Limitations on Exercise.

(i)No Option may be exercised by any person if the Participant (A) has at any time after the Grant Date (as set forth on the first page of this Agreement) violated the Restrictive Covenants set forth below, or (B) has been terminated by the Employer for Cause, as defined in the Plan.

(ii)Any Options which are exercisable under this Section that are not exercised within the applicable period specified in this Section, will automatically terminate at the end of that applicable period.



4
(iii)Clawback. Notwithstanding any provision to the contrary, any “clawback” or “recoupment” policy required under applicable law or provided for under Company policy shall automatically apply to this Award.

3.Manner of Exercise.

(a)The Participant can exercise Options by complying with the provisions of the Plan and by following instructions provided in materials distributed by the Company. The Exercise Price (as set forth on the first page of this Agreement), for the number of Option Shares being purchased and any related withholding tax obligations may be paid by the Participant by (i) delivery of cash, money order or a certified or cashier’s check; (ii) tendering previously acquired Shares or shares of Class A Common Stock, par value US$0.01 per share, of the Company (“Class A Shares”), as provided for in the Plan; (iii) delivery of a conversion notice or other conversion instructions acceptable to the Company irrevocably electing to convert a sufficient number of Shares received under the Option into Class A Shares (“Conversion Shares”) together with delivery of irrevocable instructions to a broker or other agent acceptable to the Company to promptly sell the Conversion Shares received under the Option and to deliver to the Company the appropriate amount of proceeds; (iv) by a “net exercise” method whereby the Company withholds from the delivery of Option Shares for which the Option was exercised that number of Option Shares having a Fair Market Value equal to the aggregate exercise price for the Option Shares for which the Option was exercised and/or (iv) any other payment method that is established by the Company (which payment method may be restricted or eliminated from time to time by the Company, in its sole discretion).

(b)The Company or the Participant’s Employer will, without transfer or issue tax to the Participant, issue and cause to be delivered to the Participant the number of Option Shares purchased as soon as reasonably practicable after the Participant has appropriately exercised any Options. The Company is not required to issue Shares to the Participant until all obligations to withhold taxes have been resolved to the satisfaction of the Company or the Employer.

4.Restrictive Covenants.

(a)The Participant agrees that (i) during the period of employment with the Company, its Subsidiaries, and/or any other entity which is a Related Entity (and its successors) (“Constellation” for purpose of this Section) and (ii) during any period of continued vesting following the Participant’s Retirement, involuntary termination without Cause, or voluntary termination for Good Reason in accordance with the terms of this Agreement, the Participant will not, without the written consent of the Company, seek or obtain a position with a Competitor (as defined below) in which the Participant will use or is likely to use any confidential information or trade secrets of Constellation, or in which the Participant has duties for such Competitor that involve Competitive Services (as defined below) and that are the same or similar to those services actually performed by the Participant for Constellation. The parties agree that the Participant may continue service on any boards of directors on which he or she is serving while employed by Constellation. If Participant’s employment is terminated by the Participant for Good Reason or by Constellation for any reason other than Cause, then Constellation will not unreasonably withhold such consent provided Constellation receives information and assurances, satisfactory to Constellation, regarding the Participant’s new position.

(b)The Participant understands and agrees that the relationship between Constellation and each of their respective employees constitutes a valuable asset of Constellation and may not be converted to the Participant’s own use. Accordingly, the Participant hereby agrees that (i) during the period of employment with Constellation and (ii) during any period of continued vesting following the Participant’s



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Retirement, involuntary termination without Cause, or voluntary termination for Good Reason in accordance with the terms of this Agreement, the Participant shall not directly or indirectly, on his or her own behalf or on behalf of another person, solicit or induce any employee to terminate his or her employment relationship with Constellation or to enter into employment with another person. The foregoing shall not apply to employees who respond to solicitations of employment directed to the general public or who seek employment at their own initiative.

For the purposes of this Section, “Competitive Services” means the provision of goods or services that are competitive with any goods or services offered by Constellation including, but not limited to manufacturing, importing, exporting, distributing or selling cannabis, wine, beer, liquor or other alcoholic beverages in the United States, Canada, New Zealand, Italy and/or Mexico. The parties acknowledge that Constellation may from time to time during the term of this Agreement change or increase the line of goods or services it provides and its geographic markets, and Participant agrees that this provision shall be deemed to be amended from time to time to include such different or additional goods, services, and geographic markets to the definition of “Competitive Services” for purposes of this Section. “Competitor” means any individual or any entity or enterprise engaged, wholly or in part, in Competitive Services.

(c)The Participant agrees that, due to his or her position of trust and confidence, the restrictions contained in this Section are reasonable, and the equity compensation conferred on the Participant in this Agreement is adequate consideration, and, since the nature of Constellation’s collective business is international in scope, the geographic restriction herein is reasonable.

(d)The Participant acknowledges that a breach of this Section will cause irreparable injury and damage, which cannot be reasonably or adequately compensated by money damages. Accordingly, the Participant acknowledges that the remedies of injunction and specific performance shall be available in the event of such a breach, and the Company shall be entitled to money damages, costs and attorneys’ fees, and other legal or equitable remedies, including an injunction pending trial, without the posting of bond or other security. Any period of restriction set forth in this Section shall be extended for a period of time equal to the duration of any breach or violation thereof.

(e)In the event of the Participant’s breach of this Section, in addition to the injunctive relief described above, all unexercised Options held by the Participant shall be immediately forfeited on the date which the Participant breaches this Section unless terminated sooner by operation of another term or condition of this Agreement or the Plan, and any gain realized by the Participant from the vesting and exercise of all or a portion of the Options shall be paid by the Participant to the Company.

(f)In the event that any provision of this Section is held to be in any respect an unreasonable restriction, then the court so holding may modify the terms thereof, including the period of time during which it operates or the geographic area to which it applies, or effect any other change to the extent necessary to render this Section enforceable, it being acknowledged by the parties that the representations and covenants set forth herein are of the essence of this Agreement. Notwithstanding anything in this Agreement to the contrary, the post-employment restrictive covenants described in this Section above will not apply to this Award to the extent required under California law or other applicable law, as determined by the Company.

(g)Trade Secrets and Confidential Information. The Participant agrees that unless duly authorized in writing by the Company, the Participant will neither during his or her employment by Constellation nor at any time thereafter divulge or use in connection with any business activity other than that of Constellation any trade secrets or confidential information first acquired by the Participant during and by virtue of employment with Constellation. Notwithstanding the foregoing, nothing in this Agreement prohibits the Participant from reporting possible violations of federal law or regulation to any



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governmental agency or entity, including but not limited to the Securities and Exchange Commission, or making other disclosures that are protected under the whistleblower protections of federal law or regulation.

5.Committee Discretion. The Committee, in its absolute discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Options at any time. If so accelerated, such Options shall be considered as having vested as of the date specified by the Committee.

6.Code Section 409A. The Options are intended to be exempt from Code Section 409A and the Treasury regulations and guidance issued thereunder (“Section 409A”) and, accordingly, the terms of the Agreement shall be construed to preserve such exemption. To the extent that the Options are subject to the requirements of Section 409A, the Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A. Neither the Company, any of its Subsidiaries nor any other entity which is a Related Entity shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries and any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, unless otherwise specified.

7.Responsibility for Taxes & Withholding. Regardless of any action the Company, any of its Subsidiaries or any other entity which is a Related Entity takes with respect to any or all income tax, social insurance or social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company, any of its Subsidiaries or any other entity which is a Related Entity, if any. The Participant further acknowledges that the Company, any of its Subsidiaries or any other entity which is a Related Entity (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the Options, including, but not limited to, the grant, vesting or exercise of the Options, the issuance of Shares upon exercise of the Options, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges that the Company, any of its Subsidiaries or any other entity which is a Related Entity may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Participant agrees as a condition of his or her participation in the Plan to make arrangements satisfactory to the Company, any of its Subsidiaries or any other entity which is a Related Entity (including the Employer) to enable it to satisfy all withholding, payment and/or collection requirements associated with the satisfaction of the Tax-Related Items. The withholding obligation shall be satisfied in a manner acceptable to the Company in its sole discretion and may include the following methods:

(a)by surrender to the Company by attestation to the ownership of Shares already owned that would satisfy the withholding amount, or by having the Company retain a portion of the Shares otherwise issuable upon exercise of the Option, or

(b)by the Company, or if different, the Employer withholding all applicable amounts from the Participant’s wages or other cash compensation due to the Participant, in accordance with any requirements under the laws, rules, and regulations of the country of which the Participant is a resident (“Local Law”), or



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(c)by delivery of a conversion notice or other conversion instructions acceptable to the Company irrevocably electing to convert a sufficient number of Shares received under the Option into Conversion Shares together with delivery of irrevocable instructions to a broker or other agent acceptable to the Company to promptly sell the Conversion Shares received under the Option and to deliver to the Company the appropriate amount of proceeds to satisfy the withholding requirements.

To avoid negative accounting treatment, the Company, any of its Subsidiaries or any other entity which is a Related Entity may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates (but not in excess of the maximum amount permitted for tax withholding under applicable law). Furthermore, the Participant agrees to pay the Company, or if different, the employer, any amount the Company, or if different, the employer may be required to withhold, collect or pay as a result of the Participant’s participation in the Plan or that cannot be satisfied by deduction from the Participant’s wages or other cash compensation paid to the Participant by the Company, or if different, the employer or sale of the Shares acquired under the Plan. The Participant acknowledges that he or she may not participate in the Plan unless the tax withholding, payment and/or collection obligations of the Company, any of its Subsidiaries or any other entity which is a Related Entity are satisfied.

8.No Transfer of Options. Unless transferability is authorized by the Option grant or otherwise permitted by the Committee, Options are not transferable by the Participant other than (a) by will or the laws of descent and distribution, or (b) pursuant to a domestic relations order. Because of laws affecting the transferability of the Option Shares, the Participant should understand the securities laws and other implications of any transfer of Options. Any attempt at assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof, and the levy of any attachment or similar process upon such Option, shall be null and void and without effect.

9.Transferability of Shares. Following exercise of the Option and issuance of Shares, in the event the Company permits the Participant to arrange for sale of Shares through a broker or another designated agent of the Company, the Participant acknowledges and agrees that the Company may block any such sale and/or cancel any order to sell placed by the Participant, in each case if the Participant is not then permitted under the Company’s insider trading policy to engage in transactions with respect to securities of the Company. If the Committee determines that the ability of the Participant to sell or transfer Shares is restricted, then the Company may place a restrictive legend or stop transfer notation on any certificate that may be issued to represent such Shares or on its books with respect to such Shares. If a legend or stop transfer notation is placed on any certificate or the Company’s books with respect to the Participant’s Shares, the Participant may only sell such Shares in compliance with such legend or notation.

10.Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Options (whether vested or unvested) unless and until such Options are exercised and the corresponding Shares are issued. After such issuance, the Participant shall have the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares, if any.

11.Acknowledgment. The Participant acknowledges and agrees to the following:

(a)The Plan is discretionary in nature and the Committee may amend, suspend, or terminate it at any time, to the extent permitted by the Plan.



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(b)The grant of the Options is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options or benefits in lieu of the Options even if the Options have been granted in the past.

(c)All determinations with respect to such future Options, if any, including but not limited to, the times when the Options shall be granted or when the Options shall vest, will be at the sole discretion of the Committee.

(d)The Participant’s participation in the Plan is voluntary.

(e)The future value of the Shares is unknown, indeterminable and cannot be predicted with certainty.

(f)No claim or entitlement to compensation or damages arises from the termination or forfeiture of the Award, termination of the Plan, or diminution in value of the Options or Shares, or from the application of any clawback or recoupment policy adopted by the Company or imposed by applicable law, and the Participant irrevocably releases the Company, its Subsidiaries or any entity which is a Related Entity from any such claim that may arise.

(g)Neither the Plan nor the Options shall be construed to create an employment relationship where any employment relationship did not otherwise already exist.

(h)Nothing in the Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Employer or shall interfere with or restrict in any way the rights of the Employer, which are hereby expressly reserved, to terminate the employment of the Participant under applicable law.

(i)The transfer of the employment of the Participant between the Company and any one of its Subsidiaries or any other entity which is a Related Entity (or between such entities) shall not be deemed a termination of service.

(j)Nothing contained in the Agreement shall affect the Participant’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare plan or program of the Company or any Subsidiary.

(k)The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(l)The Company reserves the right to impose other requirements on participation in the Plan, on the Options and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Local Law or facilitate the administration of the Plan, and to require the Participants to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(m)The Plan is operated and the Options are granted solely by the Company and only the Company is a party to this Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company but not any Subsidiary or affiliate of the Company (including, but not limited to, the Employer).



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(n)No Subsidiary or affiliate of the Company (including, but not limited to, the Employer) has any obligation to make any payment of any kind to the Participant under this Agreement.

(o)In addition, the following provisions apply if the Participant is providing services outside of the United States:

(i)the value of the Options is an extraordinary item of compensation, which is outside the scope of the Participant’s employment contract (if any), except as may otherwise be explicitly provided in the Participant’s employment contract (if any).

(ii)the Options are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating termination, severance, resignation, redundancy, dismissal, end of service, or similar payments, or bonuses, long-service awards, holiday pay, pension or retirement benefits or welfare or similar payments.

(iii)the Participant acknowledges and agrees that neither the Company, any Subsidiary nor any other entity which is a Related Entity shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or any amounts due to the Participant pursuant to the settlement of the Option or the subsequent sale of any Shares acquired upon settlement.

12.Changes in Stock. In the event of a change in the capital stock of the Company as set forth in Section 16 of the Plan, the number and kind of unexercised Options and the Exercise Price of such Options are subject to adjustment consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participant hereunder.

13.Address for Notices. All notices to the Company shall be in writing and sent to the Company’s General Counsel at the Company’s corporate headquarters. Notices to the Participant shall be addressed to the Participant at the address as from time to time reflected in the Company’s employment records as the Participant’s address.

14.Binding Agreement. Subject to the limitation on the transferability of this Award contained herein, the Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

15.Plan Governs. The Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of the Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern.

16.Governing Law. The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws.

17.Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of the Agreement.

18.Severability. In the event that any provision in the Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of the Agreement.



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19.Modifications to the Agreement. The Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing the Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to the Agreement can be made only in an express written contract executed by a duly authorized officer of the Company.

20.Amendment, Suspension or Termination of the Plan. By accepting this Award, the Participant expressly warrants that he or she has received a right to an equity-based award under the Plan, and has received, read, and understood a description of the Plan. The Participant understands that the Plan is discretionary in nature and may be modified, suspended, or terminated by the Company at any time.

21.Compliance with Laws and Regulations; General Restrictions on Delivery of Shares. The Participant understands that the exercise of the Options under the Plan and the issuance, transfer, assignment, sale, or other dealings of the Shares shall be subject to compliance by the Company, any of its Subsidiaries or any other entity which is a Related Entity and the Participant with all applicable requirements under the laws, rules, and regulations of the country of which the Participant is a resident and/or employed. Furthermore, the Participant agrees that he or she will not acquire Shares pursuant to the Plan except in compliance with Local Law.

The Company shall not be required to transfer or deliver any Shares or dividends or distributions relating to such Shares until it has been furnished with such opinions, representations or other documents as it may deem necessary or desirable, in its discretion, to ensure compliance with any law or Rules of the Securities and Exchange Commission or any other governmental authority having jurisdiction under the Plan or over the Company, the Participant, or the Shares or any interests therein. The Award of Options evidenced by the Agreement is also subject to the condition that, if at any time the Committee administering the Plan shall determine, in its discretion, that the listing, registration or qualification of the Shares (or any capital stock distributed with respect thereto) upon the New York Stock Exchange (or any other securities exchange or trading market) or under any United States state or Federal law or other applicable Rule, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of the Award of Options evidenced by the Agreement or the issuance, transfer or delivery of the Shares (or the payment of any dividends or other distributions related to the Shares), the Company shall not be required to transfer or deliver any Shares or dividends or distributions relating to such Shares unless such listing, registration, qualification, consent or approval shall have been effected or obtained to the complete satisfaction of the Committee and free of any conditions not acceptable to the Committee.

22.Authorization to Release and Transfer Necessary Personal Information. The Participant hereby explicitly and unambiguously consents to the collection, use, processing, and transfer, in electronic or other form, of his or her personal data by and among, as applicable, the Company, any of its Subsidiaries or any other entity which is a Related Entity for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company, any of its Subsidiaries or any other entity which is a Related Entity may hold certain personal information about the Participant including, but not limited to, the Participant’s name, home address, email address, and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Options and/or Option Shares held and the details of all Options or any other entitlement to Shares awarded, exercised, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Participant’s participation in the Plan (the “Data”). The Participant understands that the Data may be transferred to the Company, any of its Subsidiaries or any other entity which is a Related Entity, or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that any recipient’s country



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(e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of Options under the Plan or with whom Shares acquired pursuant to the exercise of the Options or cash from the sale of such Shares may be deposited. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company, any of its Subsidiaries or any other entity which is a Related Entity or to any third parties is necessary for his or her participation in the Plan. The Participant understands that the Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting the Company’s Global Privacy Lead at privacy@cbrands.com. The Participant further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Options, and his or her ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Company’s Global Privacy Lead at privacy@cbrands.com.

Finally, upon request of the Company, or if different the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) to the Company and/or the Employer that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

23.No Listing of Option Shares; Conversion. The Company has not listed the Option Shares for trading on the New York Stock Exchange and does not intend to effect such a listing. Pursuant to the Certificate of Incorporation of the Company, Option Shares may be converted into Class A Shares, but only if the Class A Shares received upon the conversion are sold or transferred immediately following the conversion in a market transaction or qualifying private transaction as such terms are defined in the Company’s Certificate of Incorporation. The Class A Shares into which Option Shares may be converted have been or will, prior to issuance, be listed for trading on the New York Stock Exchange.

24.Electronic Delivery and Execution. The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Participant understands that, unless revoked by the Participant by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of the Agreement. The Participant also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be affected by a third party engaged by the Company to provide administrative services related to the Plan.



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25.English Language. If the Participant is employed in a country where English is not an official language, the Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of this Agreement or have had the ability to consult with an advisor who is sufficiently proficient in the English language. The Participant further acknowledges and agrees that it is the Participant's express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Plan be drawn up in English.  If the Participant receives this Agreement, the Plan or any other document related to the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

26.Appendix. Notwithstanding any provision of the Agreement to the contrary, this Option grant and the Shares acquired under the Plan shall be subject to any and all additional or different terms and provisions as set forth in the Appendix, if any, for the Participant's country of residence (and country of employment, if different). Further, if the Participant transfers residence and/or employment to another country reflected in an Appendix to this Agreement, the additional or different terms and conditions for such country shall apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of this Option Share and the Plan (or the Company may establish alternative terms or conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Appendix shall constitute part of this Agreement.



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APPENDIX

In addition to the terms and conditions of the Constellation Brands, Inc. Long-Term Stock Incentive Plan, as Amended and Restated as of July 18, 2017 (the “Plan”) and the Agreement, the Participant’s grant of Options is subject to the following additional terms and conditions as set forth in this appendix (the “Appendix”). All defined terms as contained in this Appendix shall have the same meaning as set forth in the Plan and the Agreement.

NEW ZEALAND
_____________________________________________________________________________

Securities Law Notice.
WARNING

This is an offer of Options which, upon vesting, exercise and settlement in accordance with its terms, will be converted into Shares. Shares give you a stake in the ownership of Constellation Brands. You may receive a return if dividends are paid.

If Constellation Brands runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference shares have been paid. You may lose some or all of your investment.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make informed decisions.

The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

The Shares are quoted on the New York Stock Exchange. This means that if you acquire Shares under the Plan, you may be able to sell them on the New York Stock Exchange if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Shares.

You are entitled to receive, free of charge, a copy of Constellation Brands’ latest annual report, financial statements and auditor’s report if you make a request to Kathy Oliver at Constellation Brands New Zealand’s headquarters, 6/46 Maki Street, Westgate, Auckland 0814. The annual report and financial statements may be obtained from Constellation Brands’ website at www.cbrands.com.
EX-10.1 11 3 stzex10111_228202610k.htm EX-10.1 11 Document


Exhibit 10.1.11
RESTRICTED STOCK UNIT AGREEMENT
Pursuant to the
CONSTELLATION BRANDS, INC.
LONG-TERM STOCK INCENTIVE PLAN

Name of Participant:
Grant Date:
Number of Restricted Stock Units:
Vesting Dates and Shares to Vest:
 VEST DATE SHARES
Earliest Retirement Date:
The first November 1st that is at least six months following the Grant Date

Constellation Brands, Inc. (the “Company”) hereby awards to the designated participant (the “Participant”), Restricted Stock Units under the Company's Long-Term Stock Incentive Plan, Amended and Restated as of July 18, 2017 (the “Plan”).  The principal features of this Award are set forth above, including the date of grant of the Restricted Stock Units (the “Grant Date”).  This Award shall be effective on the Grant Date.  The Restricted Stock Units consist of the right to receive shares of Class A Common Stock, par value $.01 per share, of the Company (“Shares”) and are subject to the provisions of the Terms and Conditions of the Agreement and the Appendix, if any (together, the “Agreement”).

PLEASE BE SURE TO READ ALL OF THE SPECIFIC TERMS AND CONDITIONS OF THE AGREEMENT. TO THE EXTENT ANY CAPITALIZED TERMS USED IN THE TERMS AND CONDITIONS ARE NOT DEFINED HEREIN, THEY WILL HAVE THE MEANING ASCRIBED TO THEM IN THE PLAN.
 
BY MY ELECTRONIC ELECTION TO ACCEPT THE TERMS AND CONDITIONS OF THIS AWARD OF RESTRICTED STOCK UNITS (WHICH SERVES AS MY ELECTRONIC SIGNATURE OF THE AGREEMENT), I AGREE THAT MY PARTICIPATION IN THE PLAN IS GOVERNED BY THE PROVISIONS OF THE PLAN AND THE AGREEMENT (INCLUDING ITS TERMS AND CONDITIONS AND THE APPENDIX, IF ANY, FOR MY COUNTRY OF RESIDENCE OR EMPLOYMENT, IF DIFFERENT). IF I FAIL TO ACCEPT THE TERMS AND CONDITIONS OF THIS AWARD WITHIN NINETY (90) DAYS OF THE GRANT DATE SET FORTH ABOVE, THE COMPANY MAY DETERMINE THAT THIS AWARD HAS BEEN FORFEITED.
1





TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AGREEMENT

1.Award.  The Company hereby grants to the Participant under the Plan as a separate incentive and not in lieu of any salary or other compensation for his or her services, an Award of Restricted Stock Units as of the Grant Date specified above, subject to all of the terms and conditions in the Agreement and the Plan.

2.Vesting Schedule. Any Restricted Stock Units that do not vest in accordance with this Section shall be forfeited and shall not be paid.
 
(a)Service.  Except as otherwise provided under this Agreement, the Restricted Stock Units shall vest in accordance with the Vesting Dates (as set forth on the first page of this Agreement); provided, in each case, that the Participant remains in Continuous Service with the Company, any of its Subsidiaries, or any other entity which is a Related Entity (the “Employer”) until such date.  The Participant ceases to be in Continuous Service with the Employer on the date that the entity employing the Participant ceases to be a Subsidiary or an entity which is a Related Entity.  For Participants  based outside of the United States, the Participant ceases to be employed by the Employer on the later of (i) the date that is the last day of any statutory notice of termination period applicable to the Participant pursuant to applicable employment standards legislation (but only if the Participant is entitled to such a notice under applicable employment standards legislation), or (ii) the date that is designated by the Employer as the last day of the Participant's employment with the Employer, and the date that the Participant ceases to be employed by the Employer specifically does not mean the expiration date for any period of reasonable notice that the Employer may be required at law to provide to the Participant. The first Vesting Date set forth on the first page of this Agreement is the “Initial Vesting Date,” and the last Vesting Date set forth on the first page of this Agreement is the “Final Vesting Date.”

(b)Death or Disability.  If the Participant dies or incurs a RSU Disability (as defined below) while employed by the Employer prior to the Final Vesting Date, any Restricted Stock Units that have not vested prior to the date of the Participant's death or RSU Disability shall immediately vest.  “RSU Disability” means a disability as defined under Treasury regulation section 1.409A-3(i)(4)(i)(A) which generally means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(c)Involuntary Termination without Cause or Voluntary Termination for Good Reason. If the Participant ceases to be in Continuous Service with the Employer prior to the Final Vesting Date as a result of the Participant’s involuntary termination without Cause or voluntary termination for Good Reason, any Restricted Stock Units that have not vested prior to the Participant's termination date shall continue to vest according to the percentages and dates set forth on the first page of this Agreement.

(d)Retirement.  If the Participant ceases to be in Continuous Service with the Employer prior to the Final Vesting Date as a result of the Participant's Retirement at any time on or after the Earliest Retirement Date (as set forth on the first page of this Agreement), any Restricted Stock Units that have not vested prior to the date of the Participant's Retirement shall continue to vest according to the percentages and dates (as set forth on the first page of this Agreement).  For purposes of this Agreement:

(i)“Retirement” means the Participant ceases to be in Continuous Service with the Employer for any reason other than Cause, death or disability (including but not limited to a RSU Disability) on or after the date the Participant attains Retirement Eligibility with respect to this Award;
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(ii)“Retirement Eligibility” with respect to this Award means a Participant attaining either: (A) age fifty five (55) and completing ten (10) Full Years of Continuous Service with the Employer; or (B) age sixty (60) and completing five (5) Full Years of Continuous Service with the Employer; and

(iii)“Full Year” means a twelve-month period beginning on the date of the Participant's commencement of service for the Employer and each anniversary thereof.
 
The Participant's Continuous Service with the Employer shall be determined by the Committee in its sole discretion (subject to applicable requirements of Code Section 409A and the Treasury regulations and guidance issued thereunder (“Section 409A”), to the extent applicable).
 
(e)Leave of Absence.  Unless otherwise determined by the Committee or required under Section 409A, an authorized leave of absence pursuant to a written agreement or other leave entitling the Participant to reemployment in a comparable position by law or Rule shall not constitute a termination of employment for purposes of the Plan and shall not interrupt the Participant's Continuous Service with the Employer unless the Participant does not return at or before the end of the authorized leave or within the period for which reemployment is guaranteed by law or Rule.

(f)Change in Control. If the successor or purchaser in the Change in Control has assumed the Company's obligations with respect to the Restricted Stock Units or provided a substitute award as contemplated by Section 22 of the Plan and, within 24 months following the occurrence of the Change in Control, the Participant's employment is terminated without Cause or the Participant terminates employment for Good Reason, the Restricted Stock Units shall become fully vested immediately prior to such termination of employment, provided, however, if the Change in Control is not a permissible change-in-control payment event under Section 409A, the Restricted Stock Units shall vest in accordance with Section 2(c) above.
 
3.Restrictive Covenants.
 
(a)The Participant agrees that (i) during the period of employment with the Company, its Subsidiaries, and/or any other entity which is a Related Entity (and its successors) (“Constellation” for purpose of this Section) and (ii) during any period of continued vesting following the Participant’s Retirement, involuntary termination without Cause, or voluntary termination for Good Reason in accordance with the terms of this Agreement, the Participant will not, without the written consent of the Company, seek or obtain a position with a Competitor (as defined below) in which the Participant will use or is likely to use any confidential information or trade secrets of Constellation, or in which the Participant has duties for such Competitor that involve Competitive Services (as defined below) and that are the same or similar to those services actually performed by the Participant for Constellation.  The parties agree that the Participant may continue service on any boards of directors on which he or she is serving while employed by Constellation.  If Participant's employment is terminated by the Participant for Good Reason or by Constellation for any reason other than Cause, then Constellation will not unreasonably withhold such consent provided Constellation receives information and assurances, satisfactory to Constellation, regarding the Participant's new position.

(b)The Participant understands and agrees that the relationship between Constellation and each of their respective employees constitutes a valuable asset of Constellation and may not be converted to the Participant's own use.  Accordingly, the Participant hereby agrees that (i) during the period of employment with Constellation and (ii) during any period of continued vesting following the Participant’s Retirement, involuntary termination without Cause, or voluntary termination for Good Reason in accordance with the terms of this Agreement, the Participant shall not directly or indirectly, on
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his or her own behalf or on behalf of another person, solicit or induce any employee to terminate his or her employment relationship with Constellation or to enter into employment with another person.  The foregoing shall not apply to employees who respond to solicitations of employment directed to the general public or who seek employment at their own initiative.
 
For the purposes of this Section, “Competitive Services” means the provision of goods or services that are competitive with any goods or services offered by Constellation including, but not limited to manufacturing, importing, exporting, distributing or selling cannabis, wine, beer, liquor or other alcoholic beverages in the United States, Canada, New Zealand, Italy and/or Mexico.  The parties acknowledge that Constellation may from time to time during the term of this Agreement change or increase the line of goods or services it provides and its geographic markets, and the Participant agrees that this provision shall be deemed to be amended from time to time to include such different or additional goods, services, and geographic markets to the definition of “Competitive Services” for purposes of this Section.  “Competitor” means any individual or any entity or enterprise engaged, wholly or in part, in Competitive Services.
 
(c)The Participant agrees that, due to his or her position of trust and confidence, the restrictions contained in this Section are reasonable, and the equity compensation conferred on the Participant in this Agreement is adequate consideration, and, since the nature of Constellation's collective business is international in scope, the geographic restriction herein is reasonable.

(d)The Participant acknowledges that a breach of this Section will cause irreparable injury and damage, which cannot be reasonably or adequately compensated by money damages. Accordingly, the Participant acknowledges that the remedies of injunction and specific performance shall be available in the event of such a breach, and the Company shall be entitled to money damages, costs and attorneys' fees, and other legal or equitable remedies, including an injunction pending trial, without the posting of bond or other security. Any period of restriction set forth in this Section shall be extended for a period of time equal to the duration of any breach or violation thereof.

(e)In the event of the Participant's breach of this Section, in addition to the injunctive relief described above, all unvested Restricted Stock Units held by the Participant shall be immediately forfeited on the date which the Participant breaches this Section unless terminated sooner by operation of another term or condition of this Agreement or the Plan, and any gain realized by the Participant from the vesting of any Restricted Stock Units, following such breach, shall be paid by the Participant to the Company.

(f)In the event that any provision of this Section is held to be in any respect an unreasonable restriction, then the court so holding may modify the terms thereof, including the period of time during which it operates or the geographic area to which it applies, or effect any other change to the extent necessary to render this Section enforceable, it being acknowledged by the parties that the representations and covenants set forth herein are of the essence of this Agreement. Notwithstanding anything in this Agreement to the contrary, the post-employment restrictive covenants described in this Section above will not apply to this Award to the extent required under California law or other applicable law, as determined by the Company.

(g)Trade Secrets and Confidential Information.  The Participant agrees that unless duly authorized in writing by the Company, the Participant will neither during his or her employment by Constellation nor at any time thereafter divulge or use in connection with any business activity other than that of Constellation any trade secrets or confidential information first acquired by the Participant during and by virtue of employment with Constellation.  Notwithstanding the foregoing, nothing in this Agreement prohibits the Participant from reporting possible violations of federal law or regulation to any
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governmental agency or entity, including but not limited to the Securities and Exchange Commission, or making other disclosures that are protected under the whistleblower protections of federal law or regulation.
 
4.Committee Discretion.  The Committee, in its absolute discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Restricted Stock Units at any time; provided that, the time or schedule of any amount to be settled pursuant to the terms of this Agreement that provides for the deferral of compensation under Section 409A, may not be accelerated except as otherwise permitted under Section 409A.  If so accelerated, such Restricted Stock Units shall be considered as having vested as of the date specified by the Committee.

5.Death of Participant.  Any distribution or delivery to be made to the Participant under the Agreement shall, if the Participant is then deceased, be made to the Participant's designated beneficiary, or if either no beneficiary survives the Participant or the Committee does not permit beneficiary designations, to the administrator or executor of the Participant's estate.  Any designation of a beneficiary by the Participant shall be effective only if such designation is made in a form and manner acceptable to the Committee.  Any transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

6.Code Section 409A.  Notwithstanding any provision of this Agreement to the contrary, in the event that any delivery of Shares to the Participant is made upon, or as a result of the Participant's termination of employment (other than as a result of death), and the Participant is a “specified employee” (as that term is defined under Section 409A) at the time the Participant becomes entitled to delivery of such Shares, and provided further that the delivery of such Shares does not otherwise qualify for an applicable exemption from Section 409A, then no such delivery of such Shares shall be made to the Participant under this Agreement until the date that is the earlier to occur of: (i) the Participant's death, or (ii) six (6) months and one (1) day following the Participant's termination of employment (the “Delay Period”).  For purposes of applying the provisions of Section 409A, each group of the total Restricted Stock Units granted hereunder that would normally vest on the Initial Vesting Date and each anniversary of the Initial Vesting Date thereafter shall be treated as a separate payment.  For purposes of this Agreement, to the extent the Restricted Stock Units (or applicable portion thereof) are subject to the provision of Section 409A, the terms “ceases to be employed”, “termination of employment” and variations thereof, as used in this Agreement, are intended to mean a termination of employment that constitutes a “separation from service” under Section 409A.
 
Restricted Stock Units are generally intended to be exempt from Section 409A as short-term deferrals and, accordingly, the terms of this Agreement shall be construed to preserve such exemption.  To the extent that Restricted Stock Units granted under this Agreement are subject to the requirements of Section 409A, this Agreement shall be interpreted and administered in accordance with the intent that the Participant not be subject to tax under Section 409A.  Neither the Company, any of its Subsidiaries nor any other entity which is a Related Entity, shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company, its Subsidiaries nor any other entity which is a Related Entity shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A, unless otherwise specified.
 
7.Settlement of Restricted Stock Units.
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(a)Status as a Creditor. Unless and until Restricted Stock Units have vested, the Participant will have no settlement right with respect to any Restricted Stock Units.  Prior to settlement of any vested Restricted Stock Units, the vested Restricted Stock Units will represent an unfunded and unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.  The Participant is an unsecured general creditor of the Company, and settlement of Restricted Stock Units is subject to the claims of the Company's creditors.

(b)Form and Timing of Settlement.  Restricted Stock Units will be settled in the form of Shares upon the vesting of the Restricted Stock Units.  Where a fractional Share would be owed to the Participant upon the vesting of Restricted Stock Units, the Company may (1) round up the Shares that are payable to the Participant to the nearest whole number, or (2) pay a cash payment equivalent in place of such fractional Share.  Upon issuance, Shares will be electronically transferred to an account in the Participant's name at the provider then administering the Plan as it relates to the Restricted Stock Units.  The Shares to be issued upon settlement will be issued as soon as practicable to the Participant following each Vesting Date; provided that:
 
(i)such Shares will be issued no later than the date that is two and a half (2.5) months from the end of the later of (1) the Participant's tax year that includes the Vesting Date, or (2) the Company's tax year that includes the Vesting Date; and

(ii)for any Restricted Stock Units for which the Vesting Date is after the date the Participant attains Retirement Eligibility, involuntary termination without Cause or voluntary termination for Good Reason and which would constitute a “deferral of compensation” under Section 409A, Shares will be issued:
 
(A)on the applicable Vesting Date;

(B)within thirty (30) days following a Separation from Service within 24 months of a Change in Control which triggers accelerated vesting in accordance with the terms of this Agreement; or

(C)in the event of a Participant's death or RSU Disability, within thirty (30) days of the date of death or RSU Disability.
 
(c)Clawback.  Notwithstanding any provision to the contrary, any “clawback” or “recoupment” policy required under applicable law or provided for under Company policy shall automatically apply to this Award.
 
8.Dividend Equivalents.  During the period beginning on the Grant Date and ending on the date that Shares are issued in settlement of vested Restricted Stock Units, the Participant will accrue dividend equivalents on the Restricted Stock Units equal to any cash dividend or cash distribution that would have been paid on the Restricted Stock Unit had that Restricted Stock Unit been an issued and outstanding Share of Class A Common Stock on the record date for the dividend or distribution.  Such accrued dividend equivalents (1) will vest and become payable upon the same terms and at the same time of settlement as the Restricted Stock Unit to which they relate (and will be payable with respect to any Shares that are issued or that are withheld in order to satisfy Participant's Tax-Related Items), (2) will be denominated and payable solely in cash and paid in such manner as the Company deems appropriate, and (3) will not bear or accrue interest.  Dividend equivalent payments, at settlement, will be net of applicable federal, state, local and foreign income and social insurance withholding taxes.  Upon the forfeiture of the Restricted Stock Units, any accrued dividend equivalents attributable to such Restricted Stock Units will also be forfeited.

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9.Responsibility for Taxes & Withholding.  Regardless of any action the Company, any of its Subsidiaries or any other entity which is a Related Entity takes with respect to any or all income tax, social insurance or social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company, any of its Subsidiaries or any other entity which is a Related Entity, if any.  The Participant further acknowledges that the Company, any of its Subsidiaries or any other entity which is a Related Entity (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of any Award to reduce or eliminate Participant's liability for Tax-Related Items or achieve any particular tax result.  Further, if the Participant becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges that the Company, any of its Subsidiaries or any other entity which is a Related Entity may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
 
The Participant agrees as a condition of his or her participation in the Plan to make arrangements satisfactory to the Company, any of its Subsidiaries or any other entity which is a Related Entity (including the Employer) to satisfy all Tax-Related Items.  In this regard, the Company, or their respective agents, will withhold Shares to be issued upon vesting/settlement of the Restricted Stock Units, unless the Company, or if different, the Employer, at their discretion, permit the obligations to be satisfied with regard to all Tax-Related Items by one or a combination of the following:
 
(a)withholding from the Participant's wages/salary or other cash compensation paid to the Participant by the Company, or if different, the Employer; or

(b)withholding from proceeds of the Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization).
 
Notwithstanding the above, if the Participant is a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (a) and (b) above.
 
Notwithstanding anything to the contrary in the Plan, the Participant shall not be entitled to satisfy any Tax-Related Item or withholding obligation that arises as a result of the Agreement by delivering to the Company any shares of capital stock of the Company.  To avoid negative accounting treatment, the Company, any of its Subsidiaries or any other entity which is a Related Entity may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates (but not in excess of the maximum amount permitted for tax withholding under applicable law).  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares attributable to the vested Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the Plan.
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The Participant shall pay to the Company, or if different, the Employer, any amount of Tax-Related Items that the Company, or if different, the Employer, may be required to withhold or account for as a result of the Participant's participation in the Plan that will not for any reason be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items.
 
By accepting this grant of Restricted Stock Units, the Participant expressly consents to the methods of withholding Tax-Related Items by the Company, or if different, the Employer as set forth herein, including the withholding of Shares and the withholding from the Participant's wages/salary or other amounts payable to the Participant.  All other Tax-Related Items related to the Restricted Stock Units and any Shares delivered in satisfaction thereof are the Participant's sole responsibility.
 
10.Transferability.  The Participant shall have no right to sell, assign, transfer, pledge or otherwise encumber the Restricted Stock Units in any manner until the Shares are issued to the Participant upon settlement.  Following settlement and issuance of Shares, in the event the Company permits the Participant to arrange for sale of Shares through a broker or another designated agent of the Company, the Participant acknowledges and agrees that the Company may block any such sale and/or cancel any order to sell placed by the Participant, in each case if the Participant is not then permitted under the Company's insider trading policy to engage in transactions with respect to securities of the Company.  If the Committee determines that the ability of the Participant to sell or transfer Shares is restricted, then the Company may notify the Participant in accordance with the terms of the Agreement.  The Participant may only sell such Shares in compliance with such notification by the Company.

11.Rights as Stockholder.  Neither the Participant nor any person claiming under or through the Participant shall have any of the rights or privileges of a stockholder of the Company in respect of any Restricted Stock Units (whether vested or unvested) unless and until such Restricted Stock Units vest and the corresponding Shares are issued.  After such issuance, the Participant shall have the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares, if any.

12.Acknowledgments.  The Participant acknowledges and agrees to the following:
 
(a)The Plan is discretionary in nature and the Committee may amend, suspend, or terminate it at any time, to the extent permitted by the Plan.

(b)The grant of the Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of the Restricted Stock Units even if the Restricted Stock Units have been granted in the past.

(c)All determinations with respect to such future Restricted Stock Units, if any, including but not limited to, the times when the Restricted Stock Units shall be granted or when the Restricted Stock Units shall vest, will be at the sole discretion of the Committee.

(d)The Participant's participation in the Plan is voluntary.

(e)The future value of the Shares is unknown, indeterminable and cannot be predicted with certainty.
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(f)No claim or entitlement to compensation or damages arises from the termination or forfeiture of the Award, termination of the Plan, or diminution in value of the Restricted Stock Units or Shares, or from the application of any clawback or recoupment policy adopted by the Company or imposed by applicable law, and the Participant irrevocably releases the Company, any of its Subsidiaries or any other entity which is a Related Entity from any such claim that may arise.

(g)Neither the Plan nor the Restricted Stock Units shall be construed to create an employment relationship where any employment relationship did not otherwise already exist.

(h)Nothing in the Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Employer or shall interfere with or restrict in any way the rights of the Employer, which are hereby expressly reserved, to terminate the employment of the Participant under applicable law. 

(i)The transfer of the employment of the Participant between the Company, any one of its Subsidiaries or any other entity which is a Related Entity (or between such entities) shall not be deemed a termination of service. 

(j)Nothing in the Agreement shall affect the Participant's right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare plan or program of the Employer.

(k)The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Shares.  The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

(l)The Plan is operated and the Restricted Stock Units are granted solely by the Company and only the Company is a party to this Agreement; accordingly, any rights the Participant may have under this Agreement may be raised only against the Company but not any Subsidiary or affiliate of the Company (including, but not limited to, the Employer).

(m)No Subsidiary or affiliate of the Company (including, but not limited to, the Employer) has any obligation to make any payment of any kind to the Participant under this Agreement. 

(n)In addition, the following provisions apply if the Participant is providing services outside the United States:
 
(i)The value of the Restricted Stock Units is an extraordinary item of compensation, which is outside the scope of the Participant's employment contract (if any), except as may otherwise be explicitly provided in the Participant's employment contract (if any).

(ii)The Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating termination, severance, resignation, redundancy, dismissal, end of service, or similar payments, or bonuses, long-service awards, holiday pay, pension or retirement benefits or welfare or similar payments.

(iii)The Participant acknowledges and agrees that neither the Company, any Subsidiary nor any other entity which is a Related Entity shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
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(iv)The Company reserves the right to impose other requirements on participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or other applicable Rule or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
 
13.Changes in Stock.  In the event of a change in the capital stock of the Company as set forth in Section 16 of the Plan, the Restricted Stock Units shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participant hereunder.

14.Address for Notices.  All notices to the Company shall be in writing and sent to the Company's General Counsel at the Company's corporate headquarters.  Notices to the Participant shall be addressed to the Participant at the address as from time to time reflected in the Company's employment records as the Participant's address.

15.Binding Agreement.  Subject to the limitation on the transferability of this Award contained herein, the Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

16.Plan Governs.  The Agreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one or more provisions of the Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. 

17.Governing Law.  The Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws. 

18.Captions.  Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of the Agreement.

19.Severability.  In the event that any provision in the Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of the Agreement.

20.Modifications to the Agreement.  The Agreement constitutes the entire understanding of the parties on the subjects covered.  The Participant expressly warrants that he or she is not executing the Agreement in reliance on any promises, representations, or inducements other than those contained herein.  Modifications to the Agreement can be made only in an express written contract executed by a duly authorized officer of the Company.

21.Amendment, Suspension or Termination of the Plan.  By accepting this Award, the Participant expressly warrants that he or she has received a right to an equity based award under the Plan, and has received, read, and understood a description of the Plan.  The Participant understands that the Plan is discretionary in nature and may be modified, suspended, or terminated by the Company at any time. 
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22.Compliance with Laws and Regulations; General Restrictions on Delivery of Shares.  The Participant understands that the vesting of the Restricted Stock Units under the Plan and the issuance, transfer, assignment, sale, or other dealings of the Shares shall be subject to compliance by the Company, any of its Subsidiaries or any other entity which is a Related Entity and the Participant with all applicable requirements under the laws and Rules of the country of which the Participant is a resident and/or employed.  Furthermore, the Participant agrees that he or she will not acquire Shares pursuant to the Plan except in compliance with the laws and Rules of the country of which the Participant is a resident and/or employed. 
 
The Company shall not be required to transfer or deliver any Shares, dividends, dividend equivalents or distributions relating to such Shares until it has been furnished with such opinions, representations or other documents as it may deem necessary or desirable, in its discretion, to ensure compliance with any law or Rules of the Securities and Exchange Commission or any other governmental authority having jurisdiction under the Plan or over the Company, the Participant, or the Shares or any interests therein.  The Award of Restricted Stock Units evidenced by the Agreement is also subject to the condition that, if at any time the Committee administering the Plan shall determine, in its discretion, that the listing, registration or qualification of the Shares (or any capital stock distributed with respect thereto) upon the New York Stock Exchange (or any other securities exchange or trading market) or under any United States state or federal law or other applicable Rule, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of the Award of Restricted Stock Units evidenced by the Agreement or the issuance, transfer or delivery of the Shares (or the payment of any dividends, dividend equivalents or other distributions related to the Shares), the Company shall not be required to transfer or deliver any Shares, dividends, dividend equivalents or distributions relating to such Shares unless such listing, registration, qualification, consent or approval shall have been effected or obtained to the complete satisfaction of the Committee and free of any conditions not acceptable to the Committee.
 
23.Authorization to Release and Transfer Necessary Personal Information.  The Participant hereby explicitly and unambiguously consents to the collection, use, processing, and transfer, in electronic or other form, of his or her personal data by and among, as applicable, the Company, any of its Subsidiaries or any other entity which is a Related Entity for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. The Participant understands that the Company, any of its Subsidiaries or any other entity which is a Related Entity may hold certain personal information about the Participant including, but not limited to, the Participant's name, home address, email address, and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of Restricted Stock Units and/or Shares held and the details of all Restricted Stock Units or any other entitlement to Shares awarded, cancelled, vested, unvested or outstanding for the purpose of implementing, administering and managing the Participant's participation in the Plan (the “Data”).  The Participant understands that the Data may be transferred to the Company, any of its Subsidiaries or any other entity which is a Related Entity, or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant's country or elsewhere, and that any recipient's country (e.g., the United States) may have different data privacy laws and protections than the Participant's country.  The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Company's Global Privacy Lead at privacy@cbrands.com. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of Restricted Stock Units under the Plan or with whom Shares acquired pursuant to the vesting of the Restricted Stock Units or cash from the sale of such Shares may be deposited.  Furthermore, the Participant acknowledges and understands that the transfer
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of the Data to the Company, any of its Subsidiaries or any other entity which is a Related Entity or to any third parties is necessary for his or her participation in the Plan.  The Participant understands that the Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan.  The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting the Company's Global Privacy Lead at privacy@cbrands.com. The Participant further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Restricted Stock Units, and his or her ability to participate in the Plan.  For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Company's Global Privacy Lead at privacy@cbrands.com.
 
Finally, upon request of the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Employer) to the Employer that the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant's participation in the Plan in compliance with the data privacy laws in the Participant's country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Employer.
 
24.Electronic Delivery and Execution.  The Participant hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, prospectus and prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other Award made or offered under the Plan. The Participant understands that, unless revoked by the Participant by giving written notice to the Company pursuant to the Plan, this consent will be effective for the duration of the Agreement. The Participant also understands that he or she will have the right at any time to request that the Company deliver written copies of any and all materials referred to above. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and will have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be affected by a third party engaged by the Company to provide administrative services related to the Plan.

25.English Language. If the Participant is employed in a country where English is not an official language, the Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of this Agreement or have had the ability to consult with an advisor who is sufficiently proficient in the English language. The Participant further acknowledges and agrees that it is the Participant's express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Plan be drawn up in English.  If the Participant receives this Agreement, the Plan or any other documents related to the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

26.Appendix.  Notwithstanding any provision of the Agreement to the contrary, this Restricted Stock Unit Award and the Shares acquired under the Plan shall be subject to any and all additional or different terms and provisions as set forth in the Appendix, if any, for the Participant's country of residence (and country of employment, if different). Further, if the Participant transfers his or her residence and/or employment to another country reflected in the Appendix to this Agreement, the additional or different terms and conditions for such country will apply to the Participant to the extent the
12





Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws or rules to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant's transfer).  Any applicable Appendix shall constitute part of this Agreement.
13





APPENDIX

In addition to the terms and conditions of the Constellation Brands, Inc. Long-Term Stock Incentive Plan, as Amended and Restated as of July 18, 2017 (the “Plan”) and the Agreement, the Participant's grant of Restricted Stock Units is subject to the following additional terms and conditions as set forth in this appendix (the “Appendix”).  All defined terms as contained in this Appendix shall have the same meaning as set forth in the Plan and the Agreement.


CANADA
_______________________________________________________________________

Resale Restriction.  The Participant is permitted to sell the Shares acquired upon vesting through the designated broker appointed under the Plan, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of the stock exchange on which the shares are listed.  The Shares are currently listed on the New York Stock Exchange.  

Labor Law Information. For all purposes of this Agreement, and except as expressly required by applicable legislation, the Participant’s employment or service relationship will terminate as of the earlier of: (1) the date upon which the Participant’s employment with the Employer is terminated and (2) the date that the Participant receives written notice of termination of employment from the Employer, regardless of any period during which notice, pay in lieu of such notice or related payments or damages are required to be provided under local law (including, but not limited to statutory law, regulatory law and/or common law). For greater certainty, the Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminates, nor will the Participant be entitled to any compensation for lost vesting.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting.

The following provisions apply to Participants in Quebec:

French Language Documents. A French translation of the Plan and the Agreement will be made available to the Participant as soon as reasonably practicable. The Participant understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. Notwithstanding anything to the contrary in the Agreement, and unless the Participant indicates otherwise, the French translation of the Plan and the Agreement will govern the Participant’s Restricted Stock Unit and the Participant’s participation in the Plan.

Documents en français. Une traduction en français du Plan et du Contrat sera mise à la disposition du Participant dès que raisonnablement possible. Le Participant comprend que, de temps à autre, des informations supplémentaires liées à l'offre du Plan peuvent être fournies en anglais et que ces informations peuvent ne pas être immédiatement disponibles en français. Nonobstant toute disposition contraire dans le Contrat, et à sauf indication contraire de la part du Participant, la traduction française du Plan et du Contrat régira le Droit sur des Actions assujetti à des Restrictions et la participation au Plan du Participant.
14





Data Privacy. The Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information regarding the Restricted Stock Unit and the Participant's participation in the Plan from all personnel, professional or non-professional, involved with the administration of the Plan. The Participant further authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to disclose and discuss the Plan and the Participant's participation in the Plan with their advisors. The Participant further authorizes the Company and the Company's subsidiaries and affiliates to record information regarding the Restricted Stock Unit and the Participant's participation in the Plan and to keep such information in the Participant's file. The Participant acknowledges and agree that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges and authorizes the Company, the Company's subsidiaries and affiliates, the administrator of the Plan and any third party brokers/administrators that are assisting the Company with the operation and administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

ITALY
_______________________________________________________________________

Plan Document Acknowledgment. By accepting the Restricted Stock Unit, the Participant acknowledges that he or she has received a copy of, and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.

The Participant further acknowledges that the Participant has read and specifically and expressly agrees to the following provisions of the Agreement: (Section 7) Settlement of Restricted Stock Units; (Section 9) Responsibility for Taxes & Withholding; (Section 12) Acknowledgments; (Section 17) Governing Law; (Section 22) Compliance with Laws and Regulations; General Restrictions on Delivery of Shares; (Section 23) Authorization to Release and Transfer Necessary Personal Information; (Section 24) Electronic Delivery and Execution; (Section 25) English Language; and (Section 26) Appendix.

Exchange Control Information.  If the Participant holds investments abroad or foreign financial assets (e.g., cash, shares of stock, restricted stock units) that may generate income taxable in Italy, the Participant is required to report them on the Participant's annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value.  The same reporting duties apply to the Participant if the Participant is a beneficial owner of the investments, even if the Participant does not directly hold investments abroad or foreign assets.  

Data Privacy.  This provision supplements Section 23 of the Agreement:

 Notwithstanding Section 23, the Company hereby notifies the Participant that the collection, use, processing and transfer in electronic or other form of the Participant's Data in relation to the Company's award of the Restricted Stock Units shall be made in accordance with the Ruffino S.r.l., Employee  Data Protection Notice, as updated from time to time.  

MEXICO
_______________________________________________________________________  

Use of English Language. The parties acknowledge that it is their express wish that the present agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
15





 As a convenience, the award agreement and other documents have been translated into Spanish.  If the meaning of the translated version of any document or text is different than the English version, the English version will control. Uso del idioma inglés. Las partes señalan que es su expreso deseo que el presente acuerdo, así como todos los documentos, comunicaciones y procedimientos judiciales en los que entren a ser parte, otorgados o instituidos a este respecto, o relacionados directa o indirectamente con el mismo, se redacten en inglés. Para su comodidad, el acuerdo de adjudicación y otros documentos han sido traducidos al español. Si el significado de la versión traducida de cualquier documento o texto no fuera el mismo que el de la versión inglesa, prevalecerá el significado de la versión inglesa.  

Labor Law Acknowledgement and Policy Statement. By accepting the Restricted Stock Units, the Participant acknowledges that Constellation Brands, Inc., with registered offices at 50 East Broad Street, Rochester, New York 14614, United States of America, is solely responsible for the administration of the Plan. The Participant further acknowledges his or her participation in the Plan, the grant of Restricted Stock Units and any acquisition of Shares under the Plan do not constitute an employment relationship between the Participant and the Company because the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is a Mexican legal entity (“Constellation-Mexico”). Based on the foregoing, the Participant expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between the Participant and his or her Employer, Constellation-Mexico, and do not form part of the employment conditions and/or benefits provided by Constellation-Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.

The Participant further understands that his or her participation in the Plan is the result of a unilateral and discretionary decision of the Company, therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation in the Plan at any time, without any liability to the Participant.

Finally, the Participant hereby declares that he or she does not reserve to himself/herself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that the Participant therefore grants a full and broad release to the Company, its Subsidiaries, branches, representation offices, shareholders, officers, agents and legal representatives, with respect to any claim that may arise.

Securities Law Information. The Restricted Stock Units granted, and any Shares acquired, under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Restricted Stock Units may not be publicly distributed in Mexico. These materials are addressed to the Participant because of the Participant's existing relationship with the Company and any subsidiary or affiliate, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of Constellation-Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
16






NEW ZEALAND
_______________________________________________________________________

 Securities Law Notice.

WARNING

This is an offer of Restricted Stock Units which, upon vesting and settlement in accordance with its terms, will be converted into Shares.  Shares give the Participant a stake in the ownership of Constellation Brands.  The Participant may receive a return if dividends are paid. 

If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors and holders of preference shares have been paid.  The Participant may lose some or all of his or her investment. 

New Zealand law normally requires people who offer financial products to give information to investors before they invest.  This information is designed to help investors make informed decisions.

The usual rules do not apply to this offer because it is made under an employee share scheme.  As a result, the Participant may not be given all the information usually required.  The Participant will also have fewer other legal protections for this investment.  

Ask questions, read all documents carefully, and seek independent financial advice before committing yourself.

The Shares are quoted on the New York Stock Exchange.  This means that if the Participant acquires Shares under the Plan, the Participant may be able to sell them on the New York Stock Exchange if there are interested buyers.  The price will depend on the demand for the Shares. 

The Participant is entitled to receive, free of charge, a copy of Constellation Brands' latest annual report, financial statements and auditor's report if the Participant makes a request to the local Human Resources
Department at Constellation Brands New Zealand's headquarters, 6/46 Maki Street, Westgate, Auckland 0814, New Zealand. The annual report and financial statements may be obtained from Constellation Brands' website at www.cbrands.com.

17
EX-10.3 4 stzex103_228202610k.htm EX-10.3 Document



Exhibit 10.3






















CONSTELLATION BRANDS

NON-QUALIFIED SAVINGS PLAN






TABLE OF CONTENTS
Page
PREAMBLE 1
ARTICLE I DEFINITIONS 2
1.1 Account 2
1.2 Affiliate 2
1.3 Aggregated Plan 2
1.4 Annual Bonus 2
1.5 Annual Enrollment Materials 2
1.6 Beneficiary 2
1.7 Benefit Benchmarks 2
1.8 Board 2
1.9 Change in Control Event 2
1.10 Class Year Account 3
1.11 Code 3
1.12 Compensation 3
1.13 Compensation Deferral Agreement 3
1.14 Compensation Deferrals 4
1.15 Disability 4
1.16 Discretionary Credits 4
1.17 Distributable Event 4
1.18 Domestic Partner 4
1.19 Eligible Individual 4
1.20 ERISA 4
1.21 Income Inclusion Under Code Section 409A 4
1.22
 Investment Credits and Debits 4
1.23
 Matching Credits 5
1.24
 Normal Retirement Age 5
1.25
 Participant 5
1.26
 Plan 5
1.27
 Plan Guide 5
1.28
 Plan Administrator 5
1.29
 Plan Sponsor 5
1.30
 Qualified Plan 5
1.31
 Regular Salary 5
1.32
 Separation from Service 5
1.33
Specified Distribution Date
 6
1.34
 Specified Employee 6
1.35
 Spouse 6
1.36
 Taxable Year 6
1.37
 Trust 6
1.38
 Trustee 6
1.39
 Unforeseeable Emergency 7
1.40
 Valuation Date 7
ARTICLE II ELIGIBILITY AND PARTICIPATION 7
i




Table of Contents (continued)
Page
2.1 Eligibility 7
2.2 Participation 7
2.3 Compensation Deferral Agreement 7
2.4 Matching Credits 7
2.5 Discretionary Credits 8
2.6 Cancellation of Deferrals 9
ARTICLE III PARTICIPANT ACCOUNTS AND REPORTS 9
3.1 Establishment of Accounts 9
3.2 Account Maintenance 9
3.3
 Investment Credits and Debits 10
3.4 Participant Statements 11
ARTICLE IV WITHHOLDING OF TAXES 11
4.1 Withholding from Compensation 11
4.2 Withholding from Benefit Distributions 11
ARTICLE V VESTING 11
5.1 Vesting in Compensation Deferrals 11
5.2 Vesting in Matching and Discretionary Credits 11
ARTICLE VI PAYMENTS 12
6.1
Payment of Benefits
 12
6.2
Distribution Elections
 12
6.3
Distribution Options
 13
6.4
Calculating Installment Payments
 13
6.5
Accelerated Payment Events
 14
6.6
 Beneficiary Designation 15
ARTICLE VII PLAN ADMINISTRATION 16
7.1 Appointment 16
7.2 Duties of Plan Administrator 16
7.3 Plan Sponsor 16
7.4 Administrative Fees and Expenses 16
7.5 Plan Administration and Interpretation 16
7.6 Powers, Duties, Procedures 17
7.7 Information 17
7.8 Indemnification of Plan Administrator 17
7.9 Plan Administration Following a Change in Control Event 17
7.10
Claims Procedure
 17
ARTICLE VIII UNFUNDED PLAN
 22
8.1
 Unfunded Plan 22
8.2
 Trust 22
8.3
Assignment and Alienation
 23
ARTICLE IX AMENDMENT AND PLAN TERMINATION 23
ii




Table of Contents (continued)
Page
9.1 Amendment 23
9.2 Plan Termination 23
9.3 Effect of Payment 23
ARTICLE X MISCELLANEOUS 23
10.1 Total Agreement 23
10.2 Employment Rights 24
10.3 Non-Assignability 24
10.4 Binding Agreement 24
10.5 Furnishing Information 24
10.6 Compliance with Code Section 409A 24
10.7 Insurance 24
10.8 Governing Law 25
10.9 Headings and Subheadings 25
iii





PREAMBLE

Constellation Brands, Inc. established the Constellation Brands Non-Qualified Savings Plan, effective as of January 1, 2019, as an unfunded non-qualified deferred compensation plan for a select group of management and/or highly compensated employees. Under the terms of the Plan, Eligible Individuals may elect to defer receipt of a portion of their Compensation to a later Taxable Year.

Constellation Brands, Inc. hereby amends and restates the Plan as set forth herein effective as of April 7, 2026.








ARTICLE I

DEFINITIONS

1.1Account. The bookkeeping account or accounts established for each Participant to record his or her benefit under the Plan.

1.2Affiliate. Any corporation or business entity that would be considered a single employer with the Plan Sponsor pursuant to Code Sections 414(b) or 414(c).

1.3Aggregated Plan. A nonqualified deferred compensation plan that is required to be aggregated and treated with the Plan as a single plan under Code Section 409A.

1.4Annual Bonus. The cash compensation paid to a Participant under the Plan Sponsor’s annual bonus program, including amounts excludible from gross income that are contributed by the Participant on a pre-tax basis to a salary reduction retirement or welfare plan (including amounts contributed to this Plan).

1.5Annual Enrollment Materials. For any Taxable Year, the Plan Guide, Compensation Deferral Agreement, and any other forms, documents, or other materials concerning the terms of the Plan.

1.6Beneficiary. An individual, individuals, trust or other entity designated by the Participant to receive his or her benefit in the event of the Participant’s death. If more than one Beneficiary survives the Participant, the Participant’s benefit shall be divided equally among all such Beneficiaries, unless otherwise provided in the Beneficiary Designation form. Nothing herein shall prevent the Participant from designating primary and contingent Beneficiaries.

1.7Benefit Benchmarks. Hypothetical investment funds or benchmarks made available to Participants by the Plan Administrator for purposes of valuing benefits under the Plan.

1.8Board. The Board of Directors of the Plan Sponsor.

1.9Change in Control Event. A Change in Control Event is a “Change in Control” under the definition set forth below, provided that such event is also “a change in control event” within the meaning of Code Section 409A.

“Change in Control” means

(a)the consummation of:

(i)any consolidation or merger of the Plan Sponsor in which the Plan Sponsor is not the continuing or surviving corporation or pursuant to which any shares of Class A Stock or Class 1 Stock of the Plan Sponsor are to be converted into cash, securities or other property, provided that the consolidation or merger is not with a corporation which was a direct or indirect wholly‑owned subsidiary of the Plan Sponsor or one of its Affiliates immediately before the consolidation or merger; or
2





(ii)any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Plan Sponsor; or

(b)the consummation of a complete liquidation or dissolution of the Plan Sponsor; or

(c)any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the beneficial owner (within the meaning of Rule 13d‑3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 35% or more of the voting control of the Plan Sponsor’s then outstanding common stock, provided that such person shall not be a wholly‑owned subsidiary of the Plan Sponsor immediately before it becomes such 35% beneficial owner of voting control; or

(d)individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Plan Sponsor’s Board of Directors (for this purpose “Incumbent Board” means at any time those persons who are then members of the Board of Directors of the Plan Sponsor and who either (i) are members of the Plan Sponsor’s Board of Directors on the date hereof, or (ii) have been elected, or have been nominated for election by the Plan Sponsor’s stockholders, by the affirmative vote of at least two-thirds of the directors comprising the Incumbent Board at the time of such election or nomination (either by a specific vote or by approval of the proxy statement of the Plan Sponsor in which such person is named as a nominee for director without objection to such nomination)).

1.10Class Year Account. The balance credited to a Participant’s or Beneficiary’s Account for a Taxable Year, including: (a) the Participant’s Compensation Deferrals relating to Regular Salary paid for services performed during the Taxable Year; (b) Compensation Deferrals relating to the Annual Bonus paid for services performed for the Plan Sponsor’s fiscal year commencing during the Taxable Year; (c) Matching Credits and Discretionary Credits, if any, with respect to amounts earned for such Taxable Year even if paid in a subsequent year (i.e., the Annual Bonus); and (d) Investment Debits and Credits allocable to the Class Year Account (as determined by the Plan Sponsor, in its discretion).

1.11Code. The Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

1.12Compensation. A Participant’s Regular Salary and Annual Bonus and excluding all other forms of compensation, including, without limitation, amounts paid under this Plan.

1.13Compensation Deferral Agreement. The written or electronic deferral agreement in such form and subject to such terms as specified by the Plan Administrator. Such agreement is between an Eligible Individual and the Plan Sponsor to defer Eligible Individual’s receipt of Compensation. Such agreement shall state the deferral amount or percentage of Compensation to be withheld from the Eligible Individual’s Compensation, and the form and timing of the Participant’s deferral elections.
3





1.14Compensation Deferrals. That portion of a Participant’s Compensation which is deferred under the terms of this Plan.

1.15Disability. Any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, and for which the Participant is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Plan Sponsor; provided that such condition also satisfies the requirements of a disability under Code Section 409A.

1.16Discretionary Credits. Amounts described in Section 2.5.

1.17Distributable Event. The events entitling a Participant or Beneficiary to a payment of benefits under the Plan, which shall be: Separation from Service; death; Disability; the occurrence of a Specified Distribution Date; the occurrence of an Unforeseeable Emergency; the occurrence of a Change in Control Event; and Income Inclusion Under Code Section 409A.

1.18Domestic Partner. An individual who satisfies the requirements for being treated as a Participant’s domestic partner under the Plan Sponsor’s corporate policies. The Plan Administrator in its sole discretion shall determine whether an individual meets the requirements of a Domestic Partner and shall have the right to request documentary proof of the existence of a Domestic Partner relationship, which proof may include, but is not limited to, a joint checking account, a joint mortgage or lease, driver’s licenses showing the same address, the registration of a domestic partnership or civil union in states that recognize such relationships or such other proof as the Plan Administrator may determine.

1.19Eligible Individual. Unless otherwise specified by the Plan Administrator, including in the Annual Enrollment Materials for a particular Taxable Year, an employee of the Plan Sponsor who: (i) holds a position of Vice President or higher; and (ii) is paid at a salary grade of 21 or higher. Only those individuals who are part of a select group of management and/or highly compensated individuals, as determined by the Plan Sponsor in its sole discretion, may be designated as Eligible Individuals under the Plan.

1.20ERISA. The Employee Retirement Income Security Act of 1974, as amended. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.

1.21Income Inclusion Under Code Section 409A. Shall have the meaning set forth in Section 6.5(e).

1.22Investment Credits and Debits. Bookkeeping adjustments to Participants’ Accounts to reflect the hypothetical interest, earnings, appreciation, losses and depreciation that would be accrued or realized if assets equal to the value of such Accounts were invested in accordance with such Participants’ Benefit Benchmarks.
4





1.23Matching Credits. Credits described in Section 2.4.

1.24Normal Retirement Age. The date the Participant attains at least age 60 with at least 5 years of service with the Plan Sponsor.

1.25Participant. An Eligible Individual who is currently deferring a portion of his or her Compensation under this Plan, or who is currently eligible for Matching Credits or Discretionary Credits, or an Eligible Individual or former Eligible Individual who is entitled to the payment of benefits under the Plan.

1.26Plan. The Constellation Brands Non-Qualified Savings Plan established by the Plan Sponsor as set forth herein, which may be amended from time to time.

1.27Plan Guide. For any Taxable Year, the plan guide concerning the terms of Compensation Deferrals, and, if applicable, any Matching Credits or Discretionary Credits.

1.28Plan Administrator. The Human Resources Committee of the Board, or such other committee appointed by the Board of the Plan Sponsor to administer the Plan as provided herein. For avoidance of doubt, in no event shall a Participant who is a member of such committee be permitted to make decisions regarding his or her benefits under this Plan; rather, such decisions shall be made by the other members of any committee appointed to act as the Plan Administrator. If a Change in Control Event occurs with respect to the Plan Sponsor, the existing Plan Administrator shall be removed, and a new Plan Administrator shall be appointed as provided in Section 7.9.

1.29Plan Sponsor. Constellation Brands, Inc., including any successor to such corporation or business that assumes the obligations of such corporation or business. Solely for purposes of identifying Eligible Individuals, the term Plan Sponsor shall include an entity that is an Affiliate of the Plan Sponsor, and is designated as a Participating Affiliate by the Plan Administrator. Only Constellation Brands, Inc. shall have the power to amend this Plan, appoint the Plan Administrator, or exercise any of the powers described in Section 7.3 hereof.

1.30Qualified Plan. The Constellation Brands, Inc. 401(k) and Profit Sharing Plan.

1.31Regular Salary. The Participant’s base salary paid by the Plan Sponsor, including amounts excludible from gross income that are contributed by the Participant on a pre-tax basis to a salary reduction retirement or welfare plan (including amounts contributed to this Plan).

1.32Separation from Service. A Participant shall have a Separation from Service under the circumstances described below, provided that such separation also qualifies as “separation from service” within the meaning of Code Section 409A.

A Participant who is a common law employee has a Separation from Service if the Participant voluntarily or involuntarily terminates employment with the Plan Sponsor and all Affiliates.
5




A termination of employment occurs if the facts and circumstances indicate that the Plan Sponsor and the Participant reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the Participant will perform after such date (whether as an employee or an independent contractor) will decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Participant has been providing services for less than 36 months). Notwithstanding the foregoing, the employment relationship is treated as continuing while the Participant is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed 6 months, or if longer, provided the Participant retains the right to reemployment with the Plan Sponsor or an Affiliate under an applicable statute or contract.

1.33Specified Distribution Date. April 1st of the year specified by the Participant in the Participant’s Compensation Deferral Agreement as the year of payment; provided that such year is at least three years after the first day of the Taxable Year in which the services giving rise to the Compensation Deferrals, Matching and/or Discretionary Credits subject to the Specified Distribution Date are to be performed.

1.34Specified Employee. A key employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof) of a Plan Sponsor or its Affiliates. A Participant is a key employee if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending each December 31. If a Participant is a key employee at any time during the 12-month period ending on such December 31, the Participant is treated as a Specified Employee for the 12-month period beginning on the following March 1. Specified Employees shall be determined consistent with the requirements of Code Section 409A.

1.35Spouse. The individual to whom a Participant is married, or was married in the case of a deceased Participant at the time of his or her death.

1.36Taxable Year. The 12-consecutive-month period beginning each January 1 and ending each December 31.

1.37Trust. The agreement, if any, between the Plan Sponsor and the Trustee under which assets may be delivered by the Plan Sponsor to the Trustee to offset liabilities assumed by the Plan Sponsor under the Plan. Any assets held under the terms of the Trust shall be the exclusive property of the Plan Sponsor and shall be subject to the creditor claims of the Plan Sponsor with respect to whom such Trust has been established. Participants shall have no right, secured or unsecured, to any assets held under the terms of the Trust.

1.38Trustee. The institution named by the Plan Sponsor in the Trust agreement, if any, and any corporation which succeeds the Trustee by merger or by acquisition of assets or operation of law.
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1.39Unforeseeable Emergency. A severe financial hardship to the Participant resulting from an illness or accident of the Participant or the Participant’s Spouse, Beneficiary or dependent (as defined in Code Section 152 without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An Unforeseeable Emergency shall be determined consistent with the requirements of Code Section 409A.

1.40Valuation Date. The date on which Participant Accounts under the Plan are valued. The Valuation Date shall be each business day of the Taxable Year on which the New York Stock Exchange and, if a Trust has been established in connection with the Plan, the Trustee are open for business.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1Eligibility. Eligible Individuals, as designated by the Plan Sponsor, may participate in the Plan. Generally, Eligible Individuals may commence participating in the Plan for Taxable Years commencing after they become Eligible Individuals.

2.2Participation. An Eligible Individual’s participation in the Plan is subject to the Plan Administrator providing written notification to such Eligible Individual of his or her eligibility to participate in the Plan.

2.3Compensation Deferral Agreement. In order to defer Compensation under the Plan for a given Taxable Year, an Eligible Individual must enter into a Compensation Deferral Agreement with the Plan Sponsor authorizing the deferral of a portion of the Participant’s Compensation for such Taxable Year.

Upon receipt of a properly completed and executed Compensation Deferral Agreement, the Plan Administrator shall notify the Plan Sponsor to withhold that portion of the Participant’s Compensation specified in the Agreement. In no event will the Participant be permitted to defer more than 75% of the Participant’s Regular Salary or 100% of the Participant’s Annual Bonus.

Subject to Section 2.6, the Compensation Deferral Agreement shall remain in effect for the duration of the Taxable Year to which it relates. The Compensation Deferral Agreement shall not remain in effect for subsequent Taxable Years. Rather, Participants must make new elections for each year.

A Compensation Deferral Agreement must be completed and returned to the Plan Sponsor prior to the first day of the Taxable Year in which services are performed for the Compensation deferred and shall be irrevocable except as otherwise provided hereunder.

2.4Matching Credits. Subject to the requirements of Code Section 409A, the Plan Sponsor may credit the Account of a Participant with Matching Credits pursuant to subsection (a) and (b) below.
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(a)For each Taxable Year, the Matching Credit under this subsection (a) will be equal to the difference between (i) the matching contribution that would have been credited to the Participant’s account under the Qualified Plan for the applicable year if the Participant’s contributions to the Qualified Plan had included Compensation Deferrals made by the Participant under this Plan for such year but otherwise subject to the applicable limitations of the Qualified Plan such as the maximum compensation limitation of Code Section 401(a)(17) and the maximum annual addition limitation of Code Section 415, and (ii) the matching contribution actually credited to the Participant’s account under the Qualified Plan for the year. Notwithstanding the foregoing, a Participant will receive a Matching Credit under this Plan for a Taxable Year only if the Participant has made the maximum salary reduction contributions permitted under the Qualified Plan during the applicable year.

(b)For each Taxable Year for which the Participant makes Compensation Deferrals pursuant to Section 2.3, the Matching Credit under this subsection (b) will equal an amount determined in the same manner as matching contributions are determined under the Qualified Plan, but only on Compensation in excess of the maximum compensation limitation under Code Section 401(a)(17) in effect for the Taxable Year (e.g., if a matching contribution under the Qualified Plan is 50% of the elective deferrals made by the Participant under that plan for the plan year, up to a maximum of six percent (6%) of the Participant’s Qualified Plan compensation, then the Matching Credit under this Plan would also be 50% of the Compensation Deferrals for the Taxable Year under this Plan up to 6% of the Participant’s Compensation in excess of the maximum compensation limitation under Code Section 401(a)(17) in effect for the Taxable Year).

(c)The Matching Credit will be made at such time or times as determined by the Plan Administrator in its discretion. Adjustments to Participants’ Accounts for Investment Credits or Debits will commence no earlier than the date on which the Matching Credit is actually credited to the Participants’ Accounts.

2.5Discretionary Credits. Subject to the requirements of Code Section 409A, the Plan Sponsor may credit the Account of a Participant with Discretionary Credits. For each Taxable Year, the Discretionary Credit will be equal to the difference between (a) the Safe Harbor Employer Basic Contributions, as defined under the Qualified Plan, that would have been credited to the Participant’s account under the Qualified Plan for the applicable year if (i) the Participant’s compensation included Compensation Deferrals made by the Participant under this Plan for such year; and (ii) the contribution under the Qualified Plan was calculated without regard to Code limitations, including the maximum compensation limitation of Code Section 401(a)(17) and/or the maximum annual addition limitation of Code Section 415, and (b) the Safe Harbor Employer Basic Contributions actually credited to the Participant’s account under the Qualified Plan for the year. This Discretionary Credit will be made at such time or times as the Plan Administrator determines in its discretion. Adjustments to Participant’s Accounts for Investment Credits or Debits will commence no earlier than the date on which the Discretionary Credits are actually credited to the Participants’ Accounts.
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2.6Cancellation of Deferrals. If a Participant has an Unforeseeable Emergency, as defined herein, the Plan Administrator may cancel all future Compensation Deferrals pertaining to Compensation not yet earned and required to be made pursuant to the Participant’s current Compensation Deferral Agreement if reasonably necessary to satisfy the Participant’s financial hardship subject to the standards and requirements for an Unforeseeable Emergency Distribution set forth in Section 6.5(d). If a Participant receives a hardship distribution from a qualified plan of the Plan Sponsor pursuant to Code Section 401(k)(2)(B)(IV), the Plan Administrator shall cancel all future Compensation Deferrals pertaining to Compensation not yet earned and required to be made pursuant to the Participant’s current Compensation Deferral Agreement, and the Participant will be prohibited from making Compensation Deferrals under the Plan for at least six (6) months after receipt of the hardship distribution or such longer period as may be prescribed by the qualified plan. The Participant’s eligibility for Matching Credits and/or Discretionary Credits shall be similarly canceled, and the Participant shall be eligible to defer Compensation again at a later time only as provided under Section 2.3.

ARTICLE III

PARTICIPANT ACCOUNTS AND REPORTS

3.1Establishment of Accounts. The Plan Administrator shall establish and maintain individual recordkeeping Accounts, Class Year Accounts and subaccounts, as applicable, on behalf of each Participant for purposes of determining each Participant’s benefits under the Plan. A Participant’s Account does not represent the Participant’s ownership of, or any ownership interest in, any assets which may be set aside to satisfy the Plan Sponsor’s obligations under the Plan.

3.2Account Maintenance.

(a)As of each Valuation Date, the Plan Administrator shall credit each Participant’s Accounts with the following:

(i)An amount equal to any Compensation Deferrals made by the Participant since the last Valuation Date;

(ii)An amount equal to any Matching Credits and/or Discretionary Credits, and any forfeitures, if applicable, since the last Valuation Date; and

(iii)An amount equal to deemed Investment Credits under Section 3.3 since the last Valuation Date.

(b)As of each Valuation Date, the Plan Administrator shall debit each Participant’s Accounts with the following:

(i)An amount equal to any distributions from the Plan to the Participant or Beneficiary since the last Valuation Date; and
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(ii)An amount equal to deemed Investment Debits under Section 3.3 below since the last Valuation Date.

3.3Investment Credits and Debits. The Accounts of Participants shall be adjusted for Investment Credits and Debits in accordance with this Section 3.3.

Participants shall have the right to specify one or more Benefit Benchmarks in which their Compensation Deferrals, Matching Credits and Discretionary Credits shall be deemed to be invested. The Benefit Benchmarks shall be utilized solely for purposes of adjusting their Accounts in accordance with procedures adopted by the Plan Administrator. The Plan Administrator shall provide the Participant with a list of the available Benefit Benchmarks. From time to time, in the sole discretion of the Plan Administrator, the Benefit Benchmarks available within the Plan may be revised. All Benefit Benchmark selections must be denominated in whole percentages unless the Plan Administrator determines that lower increments are acceptable. A Participant may make changes in the manner in which future Compensation Deferrals, Matching Credits and/or Discretionary Credits are deemed to be invested among the various Benefit Benchmarks available under the Plan in accordance with procedures established by the Plan Administrator. A Participant may re-direct the manner in which earlier Compensation Deferrals, Matching Credits and/or Discretionary Credits, as well as any appreciation (or depreciation), are deemed to be invested among the Benefit Benchmarks available under the Plan in accordance with procedures established by the Plan Administrator.

As of each Valuation Date, the Plan Administrator shall adjust the Accounts of each Participant for interest, earnings or appreciation (less losses and depreciation) with respect to the then balance of the Participant’s Account equal to the actual results of the Participant’s deemed Benefit Benchmark elections.

All notional acquisitions and dispositions of Benefit Benchmarks which occur within a Participant’s Account, pursuant to the terms of the Plan, shall be deemed to occur at such times as the Plan Administrator shall determine to be administratively feasible in its sole discretion, and the Participant’s Account shall be adjusted accordingly. Accordingly, if a distribution or reallocation must occur pursuant to the terms of the Plan and all or some portion of the Account must be valued in connection with such distribution or reallocation (to reflect Investment Credits and Debits), the Plan Administrator may in its sole discretion, unless otherwise provided for in the Plan, select a date or dates which shall be used for valuation purposes.

Notwithstanding anything to the contrary, any Investment Credits or Debits made to any Participant’s Account following a Plan termination or a Change in Control Event shall be made in a manner no less favorable to Participants than the practices and procedures employed under the Plan, or as otherwise in effect, as of the date of the Plan termination or the Change in Control Event.

Notwithstanding the Participant’s deemed Benefit Benchmark elections under the Plan, the Plan Sponsor shall be under no obligation to actually invest any amounts in such manner, or in any manner, and such Benefit Benchmark elections shall be used solely to determine the amounts by which the Participant’s Account shall be adjusted under this Article III.
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3.4Participant Statements. The Plan Administrator shall provide each Participant with a statement showing the credits to and debits from his or her Account since the last statement date. Such statement shall be provided to Participants as soon as administratively feasible following the end of each Taxable Year and on such other dates as agreed to by the Plan Sponsor and the party maintaining the Participant’s Account records.

ARTICLE IV

WITHHOLDING OF TAXES

4.1Withholding from Compensation. For any Taxable Year in which Compensation Deferrals, Matching Credits and/or Discretionary Credits are made to or vested within the Plan (as applicable), the Plan Sponsor shall withhold the Participant’s share of income, FICA and other employment taxes from the portion of the Participant’s Compensation not deferred. If deemed appropriate by the Plan Sponsor, all or any portion of a benefit under the Plan may be distributed in certain instances where necessary to facilitate compliance with applicable withholding requirements to the extent such distribution would not result in adverse tax consequences under Code Section 409A. The amount of any such distribution shall not exceed the amount necessary to comply with applicable withholding requirements.

4.2Withholding from Benefit Distributions. The Plan Sponsor (or the Trustee of the Trust, as applicable) shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Plan Sponsor, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Plan Sponsor.

ARTICLE V

VESTING

5.1Vesting in Compensation Deferrals. A Participant shall be immediately vested in (i.e., shall have a non-forfeitable right to) all Compensation Deferrals.

5.2Vesting in Matching and Discretionary Credits. Unless otherwise set forth in the Annual Enrollment Materials for a Taxable Year, a Participant shall also be immediately vested in all Matching Credits and Discretionary Credits credited to his or her Account, including any Investment Credits or Debits associated therewith.
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ARTICLE VI

PAYMENTS

6.1Payment of Benefits.

(a)Payment Amount and Timing. Except as otherwise provided under the Plan, a Participant’s or Beneficiary’s benefit payable under the Plan shall be the value of the Participant’s Class Year Accounts at the time a Distributable Event occurs with respect to such Participant or Beneficiary. All payments from the Plan shall commence (or be fully paid, in the event a lump sum form of distribution was selected) no later than ninety (90) days after the occurrence of the Distributable Event, except as otherwise provided herein.

(b)Payments to Specified Employees. Notwithstanding the foregoing, a distribution resulting from a Separation from Service by a Participant who is a Specified Employee on the date of Separation from Service shall be made within the ninety (90) days following the date that is six months after the Separation from Service or, if earlier, following the death of the Specified Employee as specified in Section 6.5(a). The first payment made following the 6-month period described in the preceding sentence shall include all payments that otherwise would have been made after Separation from Service but for the delay required by this paragraph.

6.2Distribution Elections.

(a)Initial Elections. The Participant shall elect the form and timing of payment for each Class Year Account at the time the Participant submits (or is required to submit, in accordance with Section 2.3) his or her Compensation Deferral Agreement for the Taxable Year for which the Class Year Account is established. Such elections must be made consistent with the forms, rules and procedures specified by the Plan Administrator, as well as the requirements of Code Section 409A.

(b)Subsequent Changes in Time and Form of Payment. Subject to the requirements of Code Section 409A, a Participant may elect to change the time or form of payment of amounts distributable upon a Separation from Service or elect to change the time of payment of amounts distributable upon a Specified Distribution Date; provided, however, that any such election shall be effective only if:

(i)the election does not accelerate the time or schedule of any payment within the meaning of Code Section 409A;

(ii)the election does not take effect until at least 12 months after the date on which the election is made;

(iii)the first payment with respect to which such election is made is deferred for a period of 5 years from the date such payment would otherwise have been made; and
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(iv)for a change to a payment made upon a Specified Distribution Date, such election is made at least 12 months before such Specified Distribution Date.

(c)The Plan Administrator shall have sole and absolute discretion to decide whether such a request shall be approved but may approve no more than one such request for any Participant with respect to any Class Year Account.

6.3Distribution Options.

(a)Available Options. At the time specified above, the Participant may elect for each of his or her Class Year Accounts to receive a benefit in the form of a lump sum distribution or annual installment payments over a period of five (5) or ten (10) years commencing as of:

(i)The Specified Distribution Date specified by the Participant; or

(ii)The Participation’s Separation from Service.

Notwithstanding the Participant’s election, in the event of the Participant’s Disability, or the occurrence of a Change in Control Event, all amounts credited to each Participant’s Account shall be paid to the Participant in a lump sum within ninety (90) days after occurrence of such Distributable Events. Effective with respect to a Participant’s Class Year Accounts for Taxable Years beginning before January 1, 2025 (the “Pre-2025 Class Year Accounts”), in the event of the Participant’s Separation from Service prior to the Participant’s Normal Retirement Age, all amounts credited to the Participant’s Pre-2025 Class Year Accounts shall be paid to the Participant in a lump sum within ninety (90) days after occurrence of the Separation from Service. Additionally, as noted below, special distribution payments may also be made in the event of an Unforeseeable Emergency or as a consequence of an Income Inclusion Under Section 409A.

(b)Failures to Elect. If a Participant fails to properly elect the form or time of distribution for his or her Class Year Account, or cannot make a timely election under Code Section 409A, the Participant shall be deemed to have elected to receive his or her Class Year Account in a single lump sum commencing on his or her Separation from Service.

(c)Election is Irrevocable. The Participant’s election of the time and form of payment is irrevocable, except as provided in Section 6.2(b).

6.4Calculating Installment Payments. If a Participant’s benefit is payable in the form of installment payments, the initial installment shall be based on the value of the Participant’s Class Year Account, measured on the date of his or her Separation from Service, and shall be equal to 1/n (where ‘n’ is equal to the total number of annual benefit payments not yet distributed). Subsequent installment payments shall be computed in a consistent fashion, with the measurement date being the anniversary of the original measurement date and subsequent installment payments being made within 90 days of such anniversary date. For purposes of Code Section 409A, installment payments shall be treated as a single payment.
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6.5Accelerated Payment Events.

(a)Death Benefit. In the event of the Participant’s death, whether before or after the Participant has otherwise incurred a Distributable Event or commenced receiving payments from the Plan, the Participant’s Beneficiary shall receive the balance of the Participant’s Account in a single lump-sum cash payment as soon as practicable following the Participant’s death, but in no event later than December 31st of the calendar year following the calendar year in which death occurs.

(b)Disability Benefit. In the event that a Participant incurs a Disability, whether before or after the Participant has otherwise incurred a Distributable Event or commenced receiving payments from the Plan, the Participant shall receive the balance of the Participant’s Account in a single lump-sum cash payment within ninety (90) days of the Disability. The Plan Administrator shall have complete discretion to determine whether the circumstances of the Participant constitute a Disability and the time at which such Disability occurs consistent with the terms of the Plan.

(c)Payment upon Change in Control Event. Notwithstanding any provision or election to the contrary, in the event of a Change in Control Event, all amounts credited to each Participant’s Account shall be paid to the Participant in a lump sum within ninety (90) days after the Change in Control Event.

Subject to the requirements of Code Section 409A, in the event that a Participant is an employee of an Affiliate, other than the Plan Sponsor, and the Affiliate has a Change of Control Event, all amounts credited to such Participant’s Account shall be paid to the Participant in a lump sum within ninety (90) days after the Change in Control Event. Notwithstanding the preceding sentence, such distribution shall only occur if neither the Plan Sponsor nor an entity that is an Affiliate after such transaction employs the Participant after such transaction. For this purpose, an Affiliate shall be deemed to have a Change of Control Event with respect to any event that would be a Change of Control Event within the meaning of Section 1.9(a) or (c), if the term “Plan Sponsor” were replaced with the term “Affiliate” each time it is used therein.

(d)Unforeseeable Emergency Distribution. If a Participant has an Unforeseeable Emergency, as defined herein, the Plan Administrator may pay to the Participant that portion of his or her Account which the Plan Administrator determines is reasonably necessary to satisfy the emergency to the extent permissible under Code Section 409A. The amounts distributed to the Participant as a result of an Unforeseeable Emergency may not exceed the amounts reasonably necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cancellation of Compensation Deferrals pursuant to Section 2.6. A Participant requesting an Unforeseeable Emergency Distribution shall apply for the payment in writing on a form approved by the Plan Administrator and shall provide such additional information as the Plan Administrator may require. The Plan Administrator shall have complete discretion to determine whether the financial hardship of the Participant constitutes an Unforeseeable Emergency under the Plan. If, subject to the sole discretion of the Plan Administrator, the request for a withdrawal is approved, the distribution shall be made within ninety (90) days after the date of approval by the Plan Administrator.
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(e)Payment upon Income Inclusion Under Section 409A. To the extent permitted under Code Section 409A, if the Plan Administrator determines at any time that the Plan fails to meet the requirements of Code Section 409A with respect to a Participant, the Plan Administrator shall distribute to the Participant the amount from the Participant’s Account that is required to be included in income as a result of such failure. Such payment shall be made in a single lump-sum payment upon such determination.

(f)Special Rule for Pre-2025 Class Year Accounts: Separation Prior to Normal Retirement Age. A special rule applies to a Participant’s Pre-2025 Class Year Accounts. In the event the Participant incurs a Separation from Service before the Participant’s Normal Retirement Age, all of the Participant’s Pre-2025 Class Year Accounts shall be paid in the form of a lump sum payment within ninety (90) days after the Separation from Service, notwithstanding any election that the Participant has made.

6.6Beneficiary Designation. Unless otherwise set forth in the Annual Enrollment Materials for a particular Taxable Year, a Participant shall have the right to designate a Beneficiary and to amend or revoke such designation at any time in writing. Such designation, amendment or revocation shall be effective upon receipt by and acknowledgment from the Plan Administrator. If the Beneficiary is a minor or incompetent, benefits may be paid to a legal guardian, trustee, or other proper representative of the Beneficiary, and such payment shall completely discharge the Plan Sponsor and the Plan of all further obligations hereunder.

If no Beneficiary designation is made, if the Beneficiary designation is held invalid, or if no Beneficiary survives the Participant, and benefits are determined to be payable following the Participant’s death, the Plan Administrator shall direct that payment of benefits be made to the person or persons in the first of the below categories in which there is a survivor. The categories of successor beneficiaries, in order, are as follows:

(a)Participant’s Spouse,

(b)Participant’s Domestic Partner, and

(c)Participant’s estate.
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ARTICLE VII

PLAN ADMINISTRATION

7.1Appointment. The Plan Administrator shall serve at the pleasure of the Plan Sponsor, who shall have the right to remove the Plan Administrator at any time upon thirty (30) days’ written notice. The Plan Administrator shall have the right to resign upon thirty (30) days’ written notice to the Plan Sponsor.

7.2Duties of Plan Administrator. The Plan Administrator shall be responsible to perform all administrative functions of the Plan. These duties include but are not limited to:

(a)Communicating with Participants in connection with their rights and benefits under the Plan;

(b)Reviewing Benefit Benchmark elections received from Participants;

(c)Arranging for the payment of taxes (including income tax withholding), expenses and benefit payments to Participants under the Plan;

(d)Filing any returns and reports due with respect to the Plan;

(e)Interpreting and construing Plan provisions and settling claims for Plan benefits; and

(f)Serving as the Plan’s designated representative for the service of notices, reports, claims or legal process.

7.3Plan Sponsor. The Plan Sponsor has sole responsibility for the establishment and maintenance of the Plan. The Plan Sponsor shall have the power and authority to appoint the Plan Administrator, Trustee and any other professionals as may be required for the administration of the Plan. The Plan Sponsor shall also have the right to remove any individual or party appointed to perform administrative, investment, fiduciary or other functions under the Plan. The Plan Sponsor may delegate any of its powers to the Plan Administrator, Board member or a committee of the Board.

7.4Administrative Fees and Expenses. All reasonable costs, charges and expenses incurred by the Plan Administrator or the Trustee in connection with the administration of the Plan or the Trust shall be paid by the Plan Sponsor. If not so paid, such costs, charges and expenses shall be charged to the Trust, if any, established in connection with the Plan. The Trustee shall be specifically authorized to charge its fees and expenses directly to the Trust. If the Trust has insufficient liquid assets to cover the applicable fees, the Trustee shall have the right to liquidate assets held in the Trust to pay any fees or expenses due.

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7.5Plan Administration and Interpretation. The Plan Administrator shall have complete discretionary control and authority to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan or any Participant, Beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan. The Plan Administrator shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive, and binding on all Participants and any person claiming under or through any Participant. Any individual serving as Plan Administrator who is a Participant will not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by a Participant, a Beneficiary, the Plan Sponsor, or other party. The Plan Administrator shall have the responsibility for complying with any reporting and disclosure requirements of ERISA.

7.6Powers, Duties, Procedures. The Plan Administrator may adopt such rules, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements, and shall follow such claims and appeal procedures with respect to the Plan as it may establish, each consistently with the terms of the Plan.

7.7Information. To enable the Plan Administrator to perform its functions, the Plan Sponsor shall supply full and timely information to the Plan Administrator on all matters relating to the Compensation of Participants, their employment, retirement, death, Separation from Service, and such other pertinent facts as the Plan Administrator may require.

7.8Indemnification of Plan Administrator. The Plan Sponsor agrees to indemnify and to defend to the fullest extent permitted by law any officer(s), employee(s) or Board members who serve as Plan Administrator (including any such individual who formerly served as Plan Administrator) against all liabilities, damages, costs and expenses (including reasonable attorneys’ fees and amounts paid in settlement of any claims approved by the Plan Sponsor) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

7.9Plan Administration Following a Change in Control Event. Notwithstanding anything to the contrary in this Article VIII or elsewhere in the Plan or Trust, upon a Change in Control Event with respect to the Plan Sponsor the individual serving as Chief Executive Officer of such Plan Sponsor immediately prior to such Change in Control Event shall have the right to appoint an individual, third party or committee to serve as Plan Administrator. Such appointment shall be made in writing and copies thereof shall be delivered to the Board, to the existing Plan Administrator, to the Trustee, and to all Plan Participants. The Trustee and all other service providers shall be entitled to rely fully on instructions received from the successor Plan Administrator and shall be indemnified to the fullest extent permitted by law for acting in accordance with the proper instructions of the successor Plan Administrator.

7.10Claims Procedure. All claims for benefits under the Plan, and all questions regarding the operation of the Plan, shall be submitted to the Plan Administrator in writing. The Plan Administrator has complete discretion and authority to interpret and construe any provision of the Plan, and its decisions regarding claims for benefits hereunder are final and binding.
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(a)Presentation of Claim. Any Participant, Beneficiary or person claiming benefits under the Plan (such Participant, Beneficiary or other person being referred to below as a “Claimant”) may deliver to the Plan Administrator a written claim for a determination with respect to benefits distributable to such Claimant from the Plan. The claim must state with particularity the determination desired by the Claimant.

Any claim by a Participant that a payment made under the Plan is less than the amount to which the Participant is entitled must be made in writing pursuant to the foregoing provisions of this Section within 180 days after the date of such payment. Notwithstanding any other provision of the Plan, including the provisions of Section 5.1, a Participant shall forfeit all rights to any amounts claimed if the Participant fails to make claim as provided in the preceding sentence.

(b)Notification of Decision. The Plan Administrator shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(i)that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(ii)that the Plan Administrator has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(A)the specific reason(s) for the denial of the claim, or any part of it;

(B)specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(C)a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

(D)a description of the claim review procedure set forth in Section 7.10(c) below, including information regarding any applicable time limits and a statement regarding the Claimant’s right to bring an action under ERISA Section 502(a) following an adverse determination on review;

(E)if the decision involved the Disability of the Participant, either the specific internal rules, guidelines, protocols, standards, or other similar criteria of the Plan relied upon during the claim or, alternatively, a statement that such criteria of the Plan do not exist;

(F)if the decision involved the Disability of the Participant, a discussion of the decision, including an explanation of the basis for disagreeing with or not following (1) the views of a health care professional who treated the Claimant, (2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan (without regard to whether such advice was relied upon for the decision), and (3) a determination by the Social Security Administration;
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(G)if the decision involved the Disability of the Participant and was based on a medical necessity, experimental treatment or similar exclusion/limit, an explanation of the scientific or clinical judgment for the decision (applying the terms of the Plan to Claimant’s medical circumstances) or a statement that Claimant can request a copy of such explanation, free of charge, upon request; and

(H)if the decision involved the Disability of the Participant, a statement that the Claimant may request access to, and copies of, all relevant documents, free of charge.

The Plan Administrator will notify the Claimant of an adverse decision within ninety (90) days after the date the claim was received, unless the Plan Administrator determines there are special circumstances that require an extension of time in which to make a decision. If an extension of time is needed, the Plan Administrator shall notify the Claimant of the extension before the expiration of the original 90-day period. The notice will include a description of the special circumstances requiring an extension of time and an estimate of the date it expects a decision to be made. The extension shall not exceed an additional 90-day period.

If the adverse decision relates to a claim involving the Disability of the Participant, the Plan Administrator will notify the Claimant of an adverse decision within forty-five (45) days after the date the claim was received, unless the Plan Administrator determines that matters beyond its control require an extension of time in which to make a decision. If an extension of time is needed, the Plan Administrator shall notify the Claimant of the extension before the expiration of the original 45-day period. The notice will include a description of the circumstances necessitating the extension and an estimate of the date it expects a decision to be made. The extension shall not exceed an additional 30-day period unless, within the 30-day period the Plan Administrator again determines that more time is needed due to matters beyond its control, in which case notice of the need for not more than an additional thirty (30) days is provided to the Claimant before the first 30-day period expires. The notice will include a description of the circumstances requiring the extension and an estimate of the date it expects a decision to be made. Any extension notice will include information regarding the standards on which a determination of Disability will be made, the outstanding issues which prevent a decision from being made, and any additional information which is needed in order to reach a decision. The Claimant will have forty-five (45) days to supply any additional information.

If the Plan Administrator notifies the Claimant of the need for an extension of time to make a decision regarding his or her claim in accordance with this Section 7.10(b), and the extension is needed due to the Claimant’s failure to provide information necessary to decide the claim, the period of time in which the Plan Administrator must make a decision does not include the time between the date the notice of the extension was sent to the Claimant and the date the Claimant responds to the request for additional information.
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(c)Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Plan Administrator that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Plan Administrator a written request for a review of the denial of the claim. During the 60-day review period, the Claimant (or the Claimant’s duly authorized representative):

(i)may review relevant documents;

(ii)may submit written comments or other documents relating to the claim;

(iii)may request access to and copies of all relevant documents, free of charge;

(iv)may request a hearing, which the Plan Administrator, in its sole discretion, may grant.

The Plan Administrator will consider all documents and other information submitted by the Claimant in reviewing its previous decision, including documents not available to or considered by it during its initial determination.

If the appeal relates to a determination of the Plan Administrator involving the Disability of the Participant, the Claimant will have one-hundred-eighty (180) days following receipt of a denial to file a written request for review. In such event, no deference shall be given to the initial benefit determination, and the review shall be conducted by an appropriate fiduciary who is someone other than the individual who made the initial determination or a subordinate of such individual. If the initial determination was based in whole or in part on a medical judgment, the reviewer shall consult with an appropriately trained and experienced health care professional, and shall disclose the identity of any experts who provided advice with regard to the initial decision. The health care professional whose advice is sought during the appeal process will not be an individual who was consulted during the initial determination, nor a subordinate of such an individual. If the review includes new or additional evidence or rationale considered, relied upon, or generated by the Plan or reviewer, the reviewer shall provide the Claimant with such evidence or rationale, free of charge, sufficiently in advance of issuing a decision on review to allow Claimant time to respond prior to such date.

(d)Decision on Review. The Plan Administrator shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Plan Administrator’s decision must be rendered within one-hundred-twenty (120) days after such date. If an extension of time is needed, the Plan Administrator shall notify the Claimant of the extension before the expiration of the original 60-day period. The notice will include a description of the circumstances requiring the extension and an estimate of the date it expects a decision to be made. Such decision must be written in a manner calculated to be understood by the Claimant, and if the decision on review is adverse it must contain:
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(i)specific reasons for the decision;

(ii)specific reference(s) to the pertinent Plan provisions upon which the decision was based;

(iii)a statement that the Claimant may receive, upon request and free of charge, access to and copies of relevant documents and information;

(iv)a statement describing any voluntary appeal procedures under the Plan and the Claimant’s right to bring an action under ERISA Section 502(a) (and if the decision involved the Disability of the Participant, a description of any applicable contractual limitation period that applies to the Claimant’s right to bring an action, including the calendar date on which such contractual limitation period expires);

(v)if the decision involved the Disability of the Participant, either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in denying the claim on appeal or, alternatively, a statement that such criteria of the Plan does not exist;

(vi)if the decision involved the Disability of the Participant, a statement that the Claimant and the Plan may have other voluntary alternative dispute resolution options, such as mediation, and that the Claimant may find out what options are available by contacting the local U.S. Department of Labor Office and the state insurance regulatory agency;

(vii)if the decision involved the Disability of the Participant, a discussion of the decision, including an explanation of the basis for disagreeing with or not following (A) the views of a health care professional who treated the Claimant, (B) the views of medical or vocational experts whose advice was obtained on behalf of the Plan (without regard to whether such advice was relied upon for the decision), and (C) a determination by the Social Security Administration;

(viii)if the decision involved the Disability of the Participant and was based on a medical necessity, experimental treatment or similar exclusion/limit, an explanation of the scientific or clinical judgment for the decision (applying the terms of the Plan to Claimant’s medical circumstances) or a statement that Claimant can request a copy of such explanation, free of charge, upon request; and

(ix)such other matters as the Plan Administrator deems relevant.

If the appeal involves the Disability of the Participant, the decision of the Plan Administrator will be made within forty-five (45) days after the filing of the written request for review, unless special circumstances require additional time, in which case the Plan Administrator’s decision will be made within ninety (90) days after the date the request was filed.
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If an extension of time is needed, the Plan Administrator shall notify the Claimant of the extension before the expiration of the original 45-day period. The notice will include a description of the circumstances requiring the extension and an estimate of the date it expects a decision to be made.

If the Plan Administrator notifies the Claimant of the need for an extension of time to make a decision regarding his or her appeal in accordance with this Section 7.10(d), and the extension is needed due to the Claimant’s failure to provide information necessary to decide the appeal, the period of time in which the Plan Administrator must make a decision does not include the time between the date the notice of the extension was sent to the Claimant and the date the Claimant responds to the request for additional information.

(e)Legal Action. No individual claiming any benefit or right under the Plan may bring any legal action without first exhausting the claims and revise procedures described in this Section 7.10 and in any event later than earlier of (i) two (2) years after the claimant (or the Participant or Beneficiary on whose behalf the claim is being made) knew or exercising reasonable diligence should have known of the circumstances giving rise to the claim or (ii) one (1) year after the final decision on review under Section 7.10(d).

ARTICLE VIII

UNFUNDED PLAN

8.1Unfunded Plan. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2) and 301(a)(3), is intended to comply with the requirements of Code Section 409A and the regulations and binding guidance issued thereunder to avoid adverse tax consequences, and shall be interpreted and administered to the extent possible in a manner consistent with that intent. Participants shall have the status of general unsecured creditors of the Plan Sponsor, and the Plan shall constitute an unsecured promise by the Plan Sponsor to make benefit payments in the future.

8.2Trust. The Plan Sponsor may establish a Trust for the purpose of accumulating assets which may, but need not be used, by the Plan Sponsor to satisfy some or all of its financial obligations to provide benefits to Participants under this Plan. Any trust created under this Section 8.1 shall be domiciled in the United States of America, and no assets of the Plan shall be held or transferred outside the United States. All assets held in the Trust shall remain the exclusive property of the Plan Sponsor and shall be available to pay creditor claims of the Plan Sponsor in the event of insolvency, to the extent provided under any Trust established with respect to such Plan Sponsor. The assets held in Trust shall be administered in accordance with the terms of the separate Trust Agreement between the Trustee and the Plan Sponsor.
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8.3Assignment and Alienation. No Participant or Beneficiary of a deceased Participant shall have the right to anticipate, assign, transfer, sell, mortgage, pledge or hypothecate any benefit under this Plan. The Plan Administrator shall not recognize any attempt by a third party to attach, garnish or levy upon any benefit under the Plan except as may be required by law.

ARTICLE IX

AMENDMENT AND PLAN TERMINATION

9.1Amendment. The Plan Sponsor shall have the right to amend this Plan without the consent of any Participant or Beneficiary hereunder, provided that no such amendment shall have the effect of reducing any of the vested benefits to which a Participant or Beneficiary has accrued a right as of the effective date of the amendment. Notwithstanding the foregoing, the Plan Sponsor shall have the right to amend this Plan in any manner whatsoever without the consent of any Participant or Beneficiary to comply with the requirements of Code Section 409A and any binding guidance thereunder to avoid adverse tax consequences even if such amendment has the effect of reducing a vested benefit or existing right of a Participant or Beneficiary hereunder.

9.2Plan Termination. Subject to the requirements of Code Section 409A, the Plan Sponsor may terminate or discontinue the Plan in whole or in part at any time. No further Discretionary Credits or Matching Credits shall be made following Plan termination, and no further Compensation Deferrals shall be permitted after the Taxable Year in which the Plan termination occurs, except that the Plan Sponsor shall be responsible to pay any benefit attributable to vested amounts credited to the Participant’s Account as of the effective date of termination (following any adjustments to such Accounts in accordance with Article III hereof). If the Plan is terminated in accordance with this Section 9.2, the Plan Administrator shall make distribution of the Participant’s vested benefit upon the occurrence of a Distributable Event with respect to a Participant. A Participant’s vested benefit shall be adjusted to reflect Investment Credits and Debits for all Valuation Dates between Plan termination and the occurrence of a Participant’s Distributable Event.

9.3Effect of Payment. The full payment of the balance of a Participant’s vested Account under the provisions of the Plan shall completely discharge all obligations to a Participant and his designated Beneficiaries under this Plan and each of the Participant’s Compensation Deferral Agreements shall terminate.

ARTICLE X

MISCELLANEOUS

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10.1Total Agreement. This Plan document, the Annual Enrollment Materials, Beneficiary designation, and other administration forms shall constitute the total agreement or contract between the Plan Sponsor and the Participant regarding the Plan. No oral statement regarding the Plan may be relied upon by a Participant or Beneficiary. The Plan Sponsor or Plan Administrator shall have the right to establish such procedures as are necessary for the administration or operation of the Plan or Trust, and such procedures shall also be considered a part of the Plan unless clearly contrary to the express provisions thereof.

10.2Employment Rights. Neither the establishment of this Plan nor any modification thereof, nor the creation of any Trust or Account, nor the payment of any benefits, shall be construed as giving a Participant or other person a right to employment with the Plan Sponsor or any Affiliate or any other legal or equitable right against the Plan Sponsor of any Affiliate except as provided in the Plan. In no event shall the terms of employment of any Eligible Individual be modified or in any way be affected by the Plan.

10.3Non-Assignability. None of the benefits, payments, proceeds or claims of any Participant or Beneficiary shall be subject to attachment or garnishment or other legal process by any creditor of such Participant or Beneficiary, nor shall any Participant or Beneficiary have the right to alienate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise under the Plan.

10.4Binding Agreement. Any action with respect to the Plan taken by the Plan Administrator or the Plan Sponsor or the Trustee or any action authorized by or taken at the direction of the Plan Administrator, the Plan Sponsor or other authorized party shall be conclusive upon all Participants and Beneficiaries entitled to benefits under the Plan.

10.5Furnishing Information. A Participant or Beneficiary will cooperate with the Plan Administrator or any representative thereof by furnishing any and all information requested by the Plan Administrator and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Plan Administrator may deem necessary.

10.6Compliance with Code Section 409A. Notwithstanding any provision of the Plan to the contrary, all provisions of the Plan will be interpreted and applied to comply with the requirements of Code Section 409A and any regulations and applicable binding guidance so as to avoid adverse tax consequences. No provision of the Plan, however, is intended or shall be interpreted to create any right with respect to the tax treatment of the amounts paid or payable hereunder, and neither the Plan Sponsor nor any Affiliate shall under any circumstances have any liability to a Participant or Beneficiary for any taxes, penalties or interest due on amounts paid or payable under the Plan, including taxes, penalties or interest imposed under Code Section 409A.

10.7Insurance. The Plan Sponsors, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as they may choose. The Plan Sponsors or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Plan Sponsor shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to which the Plan Sponsor have applied for insurance.
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10.8Governing Law. Construction, validity and administration of this Plan shall be governed by applicable Federal law and the law of the state of New York without regard to the conflict of law provisions of such state law. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

10.9Headings and Subheadings. Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the interpretation of the provisions hereof.


 Constellation Brands, Inc.
Dated:
April 7, 2026
 /s/ Jeffrey P. Viviano
Jeffrey P. Viviano
Senior Vice President, Global Total Rewards
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EX-10.13 5 stzex1013_228202610k.htm EX-10.13 Document


Exhibit 10.13
EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is effective as of ______________ (the “Effective Date”) between Constellation Brands, Inc., a Delaware corporation (“Constellation”), and ______________ (“Executive”).

[Executive has contributed substantially to the growth and success of Constellation. Accordingly,] Constellation desires to retain Executive’s services as set forth in this Agreement and to provide the necessary consideration to assure such services.

Constellation and Executive therefore agree as follows:

1.    Employment. Constellation hereby employs Executive as its ______________ or in such other senior executive position with Constellation or its affiliates as Constellation and Executive shall mutually agree upon. Executive hereby accepts the employment specified herein, agrees to perform, in good faith, the duties, consistent with the position, to abide by the terms and conditions described in this Agreement and to devote substantially all of Executive’s full working time and best efforts to Constellation and its affiliates. These obligations shall not restrict Executive from engaging in customary activities as a director or trustee of other business or not-for-profit organizations so long as such activities, in the reasonable opinion of Constellation or its Board of Directors, do not materially interfere with the performance of Executive’s responsibilities under this Agreement or create a real or apparent conflict of interests.

2.    Term. The term of this Agreement shall commence on the Effective Date and shall expire on February [28/29], 20__, provided that on February [28/29], 20__, and on each subsequent anniversary thereof, the term shall automatically be extended by the parties for an additional one-year period, until Constellation gives Executive notice, not less than 180 days prior to February [28/29], 20__, or an anniversary thereof, of a decision not to extend this Agreement for an additional one-year period.

3.    Compensation.

(a)Base Salary. During the term of Executive’s employment, Constellation shall pay Executive a base salary at the rate of $___________ per annum or such greater amount as the Human Resources Committee of the Board shall determine (“Base Salary”). Such Base Salary shall be payable in accordance with Constellation’s standard payroll practices for senior executives. Constellation may pay Executive a bonus in such amount and at such time or times as the Human Resources Committee of the Board shall determine.

4.    Reimbursement for Expenses/Benefits. Executive shall be expected to incur various reasonable business expenses customarily incurred by persons holding like positions, including but not limited to traveling, entertainment and similar expenses incurred for the benefit of Constellation. Constellation shall reimburse Executive for such expenses from time to time, at Executive’s request, and Executive shall account to Constellation for such expenses. Executive shall participate in such benefit plans and perquisites that are generally made available to all executives of Constellation.



5.    Definitions.

“Board” or “Board of Directors” means the Board of Directors of Constellation Brands, Inc.

“COBRA” means the continuation of health care rules of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended.

“Code” means the Internal Revenue Code of 1986, as amended.

“For Cause Termination” means Constellation terminates Executive for (a) any intentional, non-incidental misappropriation of funds or property of Constellation by Executive; (b) unreasonable (and persistent) neglect or refusal by Executive to perform the duties as provided in Section 1 hereof and which Executive does not remedy within thirty days after receipt of written notice from Constellation; (c) the material breach by Executive of any provision of Sections 8 or 10 which Executive does not remedy within thirty days after receipt of written notice from Constellation; or (d) conviction of Executive of a felony.

“Good Reason Termination” means Executive terminates Executive’s employment under this Agreement for “good reason” upon 30 days’ notice to Constellation given within 90 days following the occurrence of any of the following events without Executive’s consent, each of which shall constitute a “good reason” for such termination; provided that the following events shall not constitute “good reason” if the event is remedied by Constellation within 30 days after receipt of notice given by Executive to Constellation specifying the event:

(a)Constellation acts to materially reduce Executive’s employment band or materially reduce Executive’s duties and responsibilities;

(b)Constellation materially reduces the amount of Executive’s Base Salary;

(c)Constellation acts to change the principal geographic location of the performance of Executive’s duties to more than 50 miles from Executive’s principal place of business in ______________, ______________; or

(d)Constellation materially breaches this Agreement.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Department regulations and other authoritative guidance issued thereunder.

“Termination Date” means the date of the Executive’s “separation from service” (within the meaning of Section 409A) from Constellation.
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6.    Consequence of Termination or Expiration of Agreement. If (i) Executive voluntarily ceases employment with Constellation and its affiliates, quits or terminates this Agreement for any reason other than a Good Reason Termination, or (ii) Constellation terminates the employment of Executive in a For Cause Termination, then Executive’s rights and Constellation’s obligations hereunder shall forthwith terminate except that Executive shall be paid, as soon as administratively practicable after the Termination Date, all earned but unpaid base salary, accrued paid time off and accrued but unreimbursed expenses required to be reimbursed under this Agreement.

If Executive’s employment with Constellation and its affiliates terminates on the date that this Agreement expires or if, during the term of this Agreement, Executive’s employment with Constellation and its affiliates is terminated (i) by Executive for a Good Reason Termination or (ii) by Constellation for any reason other than a For Cause Termination, then Executive shall be entitled to the following (which shall be in full and complete satisfaction of all of Constellation’s obligations under this Agreement):

(a)Constellation shall pay to Executive all earned but unpaid Base Salary, accrued paid time off and accrued but unreimbursed expenses required to be reimbursed under this Agreement; and

(b)Constellation shall pay to Executive a cash amount equal to two (2) times Executive’s Base Salary as in effect on the Termination Date plus two (2) times Executive’s Previous Bonus (as defined below). For purposes of this Agreement, “Previous Bonus” shall equal the average of the annual cash bonuses payable to Executive over each of the three most recently completed fiscal years as of the Termination Date, whether under Constellation’s Annual Management Incentive Plan or as part of another annual cash bonus program (provided, however, that solely for purposes of calculating the Previous Bonus, if Executive was not employed by Constellation for the three most recently completed fiscal years, then the Executive’s target annual cash bonus amount as of the Termination Date shall be used as the annual cash bonus payable to the Executive for any fiscal year that the Executive was not employed by Constellation for the full fiscal year); and

(c)Commencing on the first business day of the month following the month in which the Termination Date occurs and for the 23 months following such date, Constellation shall pay Executive an amount equal to the monthly cost of Executive’s medical and dental coverage as of the Termination Date taking into account both Constellation’s and Executive’s cost for such coverage; provided that the first payment shall not be made until the first business day occurring on or after the forty-fifth (45th) day following the Termination Date and the payment on that date shall include all payments that would otherwise have been paid absent this forty-five (45) day delay; and

(d)For the eighteen (18) month period commencing on the first business day occurring on or after the forty-fifth (45th) day after the Termination Date, Constellation shall provide Executive with reasonable outplacement services; and
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(e)Constellation shall provide Executive with the opportunity to purchase continued health care coverage under Constellation’s plans as required by COBRA; and

(f)Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in respect of compensation earned as a result of Executive’s employment with another employer subsequent to the Executive’s termination with Constellation and its affiliates.

7.    Timing of Payments

All payments under Section 6(a) shall be due and payable, as soon as administratively practicable after the Termination Date. All payments under Section 6(b) shall be due and payable in a single lump sum amount on the first business day occurring on or after the forty-fifth (45th) day after the Termination Date. Payments or benefits set forth in Sections 6(c)-(d) shall be paid or provided at such times set forth therein. Notwithstanding any provision in this Agreement to the contrary, no amounts or benefits under Sections 6(b)-(d) shall be paid to Executive hereunder unless Executive signs and executes a release as provided by the Company in a form similar to that at Exhibit A, and such release becomes effective and nonrevocable within forty-five (45) days after the Termination Date.

Notwithstanding any provision in this Agreement to the contrary, in the event that Executive is a “specified employee” (within the meaning of Section 409A) on the Termination Date and Constellation determines that delaying the payment of amounts under this Agreement is necessary to comply with the requirements of Section 409A, the payments under Sections 6(b) and 6(c) that would have otherwise been paid within the six month period after the Termination Date shall instead be paid on the first business day of the seventh month following the Termination Date. The timing of all payments and benefits under this Agreement shall be made consistent with the requirements of Section 409A to the extent a payment or benefit is subject to such requirements.

8.    Restrictive Covenant.

(a)Executive agrees that (i) during the period of Executive’s employment hereunder and (ii) provided that Executive is entitled to the payment under Section 6(b) or is terminated due to a For Cause Termination, for a period of two (2) years after Executive ceases employment, Executive will not, without the written consent of Constellation, seek or obtain a position with a Competitor (as defined below) in which Executive will use or is likely to use any confidential information or trade secrets of Constellation or any affiliate of Constellation, or in which Executive has duties for such Competitor that involve Competitive Services (as defined below) and that are the same or similar to those services actually performed by Executive for Constellation or any affiliate of Constellation. The parties agree that Executive may continue service on any boards of directors on which Executive is serving while employed by Constellation or its affiliates. If Executive’s employment is terminated by Executive for a Good Reason Termination or by Constellation for any reason other than a For Cause Termination, then Constellation will not unreasonably withhold such consent provided Constellation receives information and assurances, satisfactory to Constellation, regarding Executive’s new position.
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(b)Executive understands and agrees that the relationship between Constellation and its affiliates and each of their respective employees constitutes a valuable asset of Constellation and its affiliates and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that (i) during the period of Executive’s employment hereunder and (ii) for a period of twelve months (12) months after Executive ceases employment, Executive shall not directly or indirectly, on Executive’s own behalf or on behalf of another person, solicit or induce any employee to terminate Executive’s employment relationship with Constellation or any affiliate of Constellation or to enter into employment with another person. The foregoing shall not apply to employees who respond to solicitations of employment directed to the general public or who seek employment at their own initiative.

(c)For the purposes of this Section 8, “Competitive Services” means the provision of goods or services that are competitive with any goods or services offered by Constellation or any affiliate of Constellation including, but not limited to manufacturing, importing, exporting, distributing or selling cannabis, wine, beer, liquor or other alcoholic beverages in the United States, Canada, New Zealand, Italy and/or Mexico. The parties acknowledge that Constellation or its affiliates may from time to time during the term of this Agreement change or increase the line of goods or services it provides and its geographic markets, and Executive agrees that this Agreement shall be deemed to be amended from time to time to include such different or additional goods, services, and geographic markets to the definition of “Competitive Services” for purposes of this Section 8. “Competitor” means any individual or any entity or enterprise engaged, wholly or in part, in Competitive Services.

(d)Executive agrees that, due to Executive’s position of trust and confidence, the restrictions contained in this Section 8 are reasonable, and the benefits conferred on Executive in this Agreement, including Executive’s compensation, are adequate consideration, and, since the nature of Constellation’s and its affiliates’ collective business is international in scope, the geographic restriction herein is reasonable.

(e)Executive acknowledges that a breach of this Section 8 will cause irreparable injury and damage, which cannot be reasonably or adequately compensated by money damages. Accordingly, Executive acknowledges that the remedies of injunction and specific performance shall be available in the event of such a breach, and Constellation shall be entitled to money damages, costs and attorneys’ fees, and other legal or equitable remedies, including an injunction pending trial, without the posting of bond or other security. Any period of restriction set forth in this Section 8 shall be extended for a period of time equal to the duration of any breach or violation thereof.(f) In the event of Executive’s breach of this Section 8, in addition to the injunctive relief described above, Constellation’s remedy shall include (i) the right to require Executive to account for and pay over to Constellation all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any transactions constituting a breach of the restrictive covenants in this Section 8, and (ii) in the case of a breach during the term of Executive’s employment hereunder, the termination of all compensation otherwise payable to Executive under Sections 3 and 4 with respect to the period of time after such breach, or (iii) in the case of a breach during the period described in Section 8(a)(ii) or 8(b)(ii) above, the forfeiture to Constellation of any payment made under Sections 6(b) herein.

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(f)In the event that any provision of this Section 8 is held to be in any respect an unreasonable restriction, then the court so holding may modify the terms thereof, including the period of time during which it operates or the geographic area to which it applies, or effect any other change to the extent necessary to render this Section 8 enforceable, it being acknowledged by the parties that the representations and covenants set forth herein are of the essence of this Agreement. Notwithstanding anything in this Agreement to the contrary, the post-employment restrictive covenants described in this Section above will not apply to the extent required under California law or other applicable law, as determined by the Company.

9.    Limitation on Payments. Notwithstanding anything contained in this Agreement or any other compensation plan to the contrary, if upon or following a change in the “ownership or effective control” of Constellation or in the “ownership of a substantial portion of the assets” of Constellation (each within the meaning of Section 280G of the Code), the tax imposed by Section 4999 of the Code (the “Excise Tax”) applies to any payments, benefits and/or amounts received by the Executive pursuant to this Agreement or otherwise, including, without limitation, any benefits received by the Executive as a result of any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of Constellation’s incentive plans, including without limitation, Constellation’s Long-Term Stock Incentive Plan (collectively, the “Total Payments”), then the Total Payments shall be reduced so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the Excise Tax; provided that such reduction to the Total Payments shall be made only if the total after-tax benefit to the Executive is greater after giving effect to such reduction than if no such reduction had been made. If such a reduction is required, Constellation shall reduce or eliminate the Total Payments by eliminating or reducing the payment under Section 6(b) and then, if necessary, eliminating or reducing the payment under Section 6(c). In the case of reductions under Section 6(c) the payments shall be reduced in reverse order beginning with the payments which are to be paid the farthest in time.

10. Trade Secrets and Confidential Information. Executive agrees that unless duly authorized in writing by Constellation, Executive will neither during Executive’s employment by Constellation or its affiliates nor at any time thereafter divulge or use in connection with any business activity other than that of Constellation or its affiliates any trade secrets or confidential information first acquired by Executive during and by virtue of Executive’s employment with Constellation or its affiliates. Executive acknowledges that this Agreement does not prohibit Executive from filing a charge with, communicating with, or participating in any investigation or proceeding conducted by any federal, state, or local governmental agency or entity, including the Equal Employment Opportunity Commission and the Securities and Exchange Commission.
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11.    Indemnification. Constellation and its successors and/or assigns will indemnify, hold harmless, and defend Executive to the fullest extent permitted by the law of the State of Delaware and the Certificate of Incorporation and By-Laws of Constellation as in effect on the date of this Agreement with respect to any claims that may be brought against Executive arising out of any action taken or not taken by Executive in Executive’s capacity as an employee, officer or director of Constellation. In addition, Constellation will advance to Executive reasonable legal fees and expenses, as such fees and expenses are incurred by Executive, to the fullest extent permitted by law, subject only to any requirements as are imposed by law. Executive shall not unreasonably withhold Executive’s consent to the settlement of any claim for monetary damages for which Executive is entitled to full indemnification hereunder. Executive shall be covered, in respect of Executive’s activities as an officer or director of Constellation, by any Directors and Officers liability policy or other similar policies maintained or obtained by Constellation or any of its successors and/or assigns to the fullest extent permitted by such policies. Notwithstanding anything to the contrary contained in this Agreement, Executive’s rights under this Section 11 shall survive the Termination Date and the expiration or termination of this Agreement and shall continue without limit for so long as Executive may be subject to any claims covered by this Section 11. No amendment to the Certificate of Incorporation or By-Laws of Constellation after the date of this Agreement will affect or impair Executive’s rights under this Section 11 even with respect to any action taken or not taken by Executive after the effective date of any such amendment.

12.    Notice. Any and all notices referred to herein shall be sufficient if furnished in writing and sent by registered mail to the parties.

13.    Transferability. The rights, benefits and obligations of Constellation under this Agreement shall be transferable, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against, its successors and assigns. Whenever the term “Constellation” is used in this Agreement, such term shall mean and include Constellation Brands, Inc. and its successors and assigns. The rights and benefits of Executive under this Agreement shall not be transferable other than rights to property or compensation that may pass on Executive’s death to Executive’s estate or beneficiaries through Executive’s will or the laws of descent and distribution and the terms of any Constellation compensation or benefit plan.

14.    Severability. If any provision of this Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any other provisions of this Agreement which can be given effect without the invalid or unenforceable provision, and to this end the provisions of this Agreement are to be severable.

15. Amendment; Waiver. This Agreement contains the entire agreement of the parties with respect to the employment of Executive by Constellation and/or its affiliates and upon execution of this Agreement supersedes any previous agreement with Constellation and/or its affiliates. No amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the parties hereto. No waiver by either party of any breach by the other party of any provision or conditions of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.
- 7 -






16.    Tax Withholding. Constellation may withhold from any payments due to Executive hereunder such amounts as Constellation may determine are required to be withheld under applicable federal, state and local tax laws. To the extent that there are no cash payments to withhold upon, Executive shall promptly remit to Constellation cash payments that are sufficient to cover all applicable withholdings.

17.    Section 409A. The parties intend that benefits under this Agreement are to be either exempt from, or comply with, the requirements of Section 409A, and this Agreement shall be interpreted and administered in accordance with the intent that Executive not be subject to tax under Section 409A. If any provision of this Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Any reference in this Agreement to “terminates employment”, “employment with Constellation and its affiliates terminates”, or similar phrase shall mean an event that constitutes a “separation from service” within the meaning of Section 409A. Constellation shall not be responsible for any tax, penalty, interest or similar assessment imposed on Executive as a consequence of Section 409A. Each payment hereunder shall be treated as a separate payment for purposes of Section 409A.

18.    Governing Law. This Agreement shall be governed by and construed under and in accordance with the laws of the State of New York without regard to principles of conflicts of laws.

[signature page follows]
- 8 -






IN WITNESS WHEREOF, the parties have executed this Executive Employment Agreement as of the date first set forth above.


CONSTELLATION BRANDS, INC.
By:
Name: [Name]
Title: [Title]
[Name]

- 9 -





Exhibit A


FULL AND FINAL RELEASE OF CLAIMS

In consideration of the payments provided for in Sections 6(b)-(d) of the Executive Employment Agreement (hereinafter referred to as the “Employment Agreement”) between Constellation Brands, Inc. (“Company”) and _______________ (hereinafter referred to as “Executive”), which is attached hereto and forms a part of this Full and Final Release of Claims (“Agreement”), the Company and the Executive mutually desire to enter into this Agreement and hereby agree as follows:

1.Executive hereby acknowledges and agrees that _______________ was Executive’s last day of employment at the Company (the “Termination Date”).

2.Executive was offered twenty-one (21) calendar days to consider this Agreement and to decide whether or not Executive wants to sign it. Executive agrees that any requests to modify, or modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner the original twenty-one (21) calendar day consideration period.

3.This Agreement may not be signed and returned by Executive until AFTER Executive’s Termination Date with the Company.

4.Executive has been advised to consult with an attorney of Executive’s choice concerning this Agreement because Executive is giving up significant rights. Executive acknowledges that Executive has been so advised.

5.Executive has carefully considered other alternatives to executing this Agreement and Executive has decided to sign it.

6.Executive is entitled to change Executive’s mind and revoke this Agreement within seven (7) calendar days after Executive signs it. This Agreement will not become effective and Executive will not be eligible to receive the payments or benefits set out in Sections 6(b)-(d) of the Employment Agreement until the 8th day after Executive signs it without revoking it. To revoke this Agreement, Executive agrees to deliver a letter signed by Executive by the end of the applicable seven (7) calendar day revocation period to Constellation Brands, Inc., Attn: Chief Legal Officer, 50 East Broad St., Rochester, New York, 14614, or via e-mail at CBILegal@cbrands.com.

7.In consideration for Executive timely signing and not revoking this Agreement, the Company agrees to make the payments and provide the benefits set forth in Sections 6(b)-(d) of the Employment Agreement and make such payments during the time periods set forth therein. The lump sum payable under Sections 6(b) of the Employment Agreement is $__________, as calculated in Exhibit 1 to this Agreement. The Company and Executive expressly agree that the Company is not otherwise obligated to make the payments or provide the benefits described in Sections 6(b)-(d) of the Employment Agreement in the absence of this Agreement; that Executive is not otherwise entitled to receive the payments or benefits set forth in in Sections 6(b)-(d) of the Employment Agreement in the absence of this Agreement; and that, if Executive does not sign this Agreement or, after signing it, revokes Executive’s signature as provided herein, or breaches any of its provisions (including the non-disparagement provision set forth herein), then the Company shall have no further obligations to Executive under this Agreement and will not make the payments or provide the benefits in Sections 6(b)-(d) of the Employment Agreement, or, if applicable, Executive shall return to the Company the severance payments and the costs of the benefits previously provided to the Executive pursuant to Sections 6(b)-(d) of the Employment Agreement.




A-1





8.In consideration for the payments and benefits set forth in Sections 6(b)-(d) of the Employment Agreement, Executive, on behalf of Executive, heirs, administrators and assigns, hereby releases and forever discharges the Company, its past, present and future subsidiaries and affiliates and each of its and their past, present and future respective officers, directors, employees, servants and agents, and their successors and assigns, (hereinafter collectively referred to as “Company Released Parties”) jointly and severally from any and all actions, causes of action, contracts and covenants, whether express or implied, claims and demands for damages, indemnity, costs, attorneys’ fees, interest, loss or injury of every nature and kind whatsoever arising under any federal, state, or local law, or the common law, which Executive may have had, may now have or may hereinafter have in any way relating to any matter, including but not limited to, any matter related to Executive’s employment by the Company Released Parties and the termination of that employment; provided, however, nothing in this Agreement releases: (i) Executive’s vested benefits under the Company’s pension plans or rights under any existing stock options held by Executive; or (ii) any right to indemnification or advancement of expenses pursuant to Section 11 of the Employment Agreement, the Certificate of Incorporation or By-laws of the Company (the items in the foregoing clauses (i) and (ii) are hereinafter referred to as the “Preserved Rights”).

a.This Agreement releases, without limitation, any claims of discrimination, unlawful retaliation or harassment, or denial of rights, on the basis of any protected status, characteristic or activity, including, but not limited to, sex, disability, handicap, race, color, religion, creed, national origin, ancestry, citizenship, ethnic characteristics, sexual orientation, marital status, military status, or age (including, without limitation, any right or claim arising under the Age Discrimination in Employment Act), need for a leave of absence, or complaint about discrimination, harassment, or other matter, arising under any state, federal, or local law (whether statutory or common law), regulation or ordinance which may be applicable to Executive’s employment by the Company Released Parties. This Agreement releases, without limitation, any claims of wrongful termination, breach of express or implied contract, breach of implied covenant of good faith and fair dealing, violation of public policy, intentional or negligent infliction of emotional distress, defamation, invasion of privacy, fraud or negligent misrepresentation, intentional or negligent interference with contractual relations, and any other common law tort. Except to the extent that they constitute Preserved Rights, this Agreement releases any claims for severance pay, bonus, life insurance, health and medical insurance, disability benefits, or any other fringe benefit, and claims related to any other transaction, occurrence, act, or omission or any loss, damage or injury whatsoever, known or unknown, resulting from any act or omission by or on the part of the Company Released Parties, or any of them, committed or omitted prior to the effective date of this Agreement.

b.This Agreement releases any claims based on any local, state, or federal constitution, statute, rule, or regulation, and any claims based on, but not limited to, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Projection Act, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Equal Pay Act, the Pregnancy Discrimination Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Genetic Information Non-discrimination Act, the Uniformed Services Employment and Reemployment Rights Act, the Immigration Reform and Control Act, the Fair Credit Reporting Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Personnel Record Review Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Sales Representation Act, the Illinois Wages of Women and Minors Act, the Illinois Family Military Leave Act, the Illinois Victims’ Economic Security and Safety Act, the Illinois Biometric Privacy Act, and waivable claims under the Illinois Wage Payment and Collection Act, the Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the New York State Human Rights Law, the New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notification Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law and paid sick leave requirements), and the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, all as amended, _______________.




A-2





c.This Agreement does not, however, release any rights Executive may have to workers’ compensation or unemployment insurance benefits, any rights with regard to vested benefits under ERISA, any other rights that cannot lawfully be waived, or any rights Executive may have under this Agreement. Executive understands that this Agreement does not prohibit, prevent or otherwise limit Executive from filing a charge or complaint with, communicating with, or participating testifying, or assisting in any investigation, hearing or proceeding conducted by any federal, state, or local governmental agency or entity, including the Equal Employment Opportunity Commission, the Illinois Department of Human Rights, the Securities and Exchange Commission (“Government Agencies”), nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Executive’s rights and abilities to contact, communicate with or report unlawful conduct or employment practices and/or criminal conduct or provide documents, to federal, state, or local officials for investigation or participate in any whistleblower program administered by any such Government Agencies. Executive specifically acknowledges and agrees, however, that although Executive may file such a charge or participate in an investigation or proceeding by a Government Agency, by signing this Agreement, Executive has waived and released, to the fullest extent permitted by law, any monetary damages in connection with any such charge, investigation, or proceeding except for those pertaining to whistleblower programs. In addition, nothing in this Agreement prohibits Executive from making any other disclosures that are protected under the whistleblower provisions of federal or state laws and applicable regulations and Executive is not required to notify or obtain permission from the Company when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity. Moreover, nothing in this Agreement prohibits or prevents Executive from receiving individual monetary awards or other individual relief by virtue of participating in such governmental whistleblower programs.

d.Executive agrees that, with respect to any claim released by this Agreement, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding in which the Company or any other of the Company Released Parties identified in this Agreement is a party.

e.Age discrimination claims are specifically intended to be included as released claims against the Company Released Parties. Executive specifically intends that this Agreement shall include a complete release of all claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §§ 621 et seq.), as amended by the Older Workers’ Benefit Protection Act of 1990, and its implementing regulations (hereinafter collectively “ADEA”), except for any allegation that a breach of the ADEA occurred following the effective date of this Agreement.




A-3




Nothing in this Agreement releases unlawful employment practices that accrue after the effective date of this Agreement. In addition, Executive agrees and acknowledges that additional consideration has been provided by the Company (beyond that which would have otherwise been provided) in order to effect a valid waiver of Executive’s claims under the ADEA.

f.Executive understands and agrees that the giving of the aforementioned consideration is deemed to be no admission of liability on the part of the Company Released Parties.

g.In the event that Executive should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against the Company Released Parties for or by reason of any cause, matter or thing other than a Preserved Right, this Agreement may be raised as a complete bar to any such claim, demand or action.

9.Executive affirms that Executive has returned to the Company, without copying or otherwise reproducing, all Company property, proprietary documents and materials in Executive’s possession or control. Such documents and materials include, without limitation, all Company proprietary publications, correspondence, notes and notebooks, drawings, prints, photographs, tape recordings, and other electronic, written, typed, printed or recorded materials to which Executive had access or which Executive developed for the Company during the course of employment with the Company. Executive also affirms that Executive is in possession of all of Executive’s property that Executive had at the Company’s premises and that the Company is not in possession of any of Executive’s property.

10.Executive affirms that no promise, inducement, or agreement not expressed in this Agreement has been made, that any prior agreement between the parties regarding the subject matter herein is hereby extinguished, and that this Agreement contains the entire understanding and agreement of the parties related to the subject matter hereof. Notwithstanding the foregoing, Executive acknowledges and confirms that the Trade Secrets and Confidential Information and the Restrictive Covenant Sections of Executive’s Employment Agreement remain in full force and effect.

11.Except as provided for in this Agreement, Executive agrees that Executive has received all compensation to which Executive is entitled for services provided to the Company up to and including the Termination Date, and Executive agrees not to make any claims for further compensation of any type, including, but not limited to, claims for wages or salary, profit sharing, incentive compensation, deferred compensation, business expenses, pension or retirement contributions or benefits, or sick pay, holiday pay, or vacation pay. Executive also affirms Executive has been reimbursed for all necessary expenses or losses by following the Company’s directions/policies or incurred by Executive within the scope of Executive’s employment. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act and state and local leave and disability accommodation laws.

12.Except as provided herein, Executive confirms that prior to the execution of this Agreement, Executive has not revealed its terms to any third parties. Executive agrees to keep this Agreement confidential and not to reveal its existence or contents to anyone except Executive’s attorney, immediate family, tax/financial consultant, and/or to any federal, state or local government agency. In the case of Executive’s attorney, immediate family, tax/financial consultant, Executive agrees that Executive must advise these individuals to keep this Agreement and its terms confidential. Nothing in this Agreement has the purpose or effect of preventing Executive from discussing, disclosing or otherwise making truthful disclosures about alleged unlawful conduct or employment practices in the workplace, such as harassment or discrimination or any other conduct that the Executive has reason to believe is unlawful. This confidentiality provision is the documented preference of Executive and is mutually beneficial to both parties.




A-4





13.Executive affirms that Executive has not filed, caused to be filed, or presently is a party to any claim against the Company. Unless compelled to do so by law or otherwise permitted by this Agreement, Executive shall not encourage or assist any third party to bring or pursue any claim against the Company.

14.Executive affirms that Executive has no known workplace injuries or occupational diseases.

15.Executive affirms that Executive has not reported internally to the Company any allegations of material corporate wrongdoing by the Company or its officers, including any allegations of corporate fraud, and Executive has not been retaliated against for reporting any such allegations internally to the Company.

16.The parties acknowledge Executive’s rights to make truthful statements or disclosures required by law, regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights.

17.Executive agrees to refrain from making false statements that are maliciously disparaging or defamatory about the Company, its products/services, its employees, and/or the Company’s customers, suppliers, or vendors, including but not limited to communications on social media websites such as Facebook, Twitter, LinkedIn, Glassdoor on blogs, by text or email or other electronic means. Provided however, this Section does not in any way restrict or impede the Executive from making truthful statements about the terms or conditions of Executive’s employment; discussing, disclosing or otherwise making truthful disclosures about alleged unlawful conduct in the workplace; from exercising Executive’s rights under the National Labor Relations Act, government whistleblower programs, or whistleblowing statutes or regulations; initiating, testifying, assisting, complying with a subpoena from, or participating in any manner with an investigation conducted by a local, state, or federal agency; filing or disclosing any facts necessary to receive unemployment insurance, Medicaid, or other public benefits; exercising protected rights to the extent that such rights cannot be waived by agreement; or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency requiring the disclosure of information regarding the negotiations or terms of this Agreement, provided that such compliance does not exceed what is required by the law, regulation, or order. Further, this Section does not in any way restrict or impede the Executive from speaking with law enforcement, the Equal Employment Opportunity Commission, the Illinois Department of Human Rights, any local commission on human rights, or an attorney retained by the Executive regarding factual information related to claims of discrimination occurring after the effective date of this Agreement.

18.If any term or provision of this Agreement is declared invalid by a court of competent jurisdiction in a final ruling from which no appeal is taken, the remaining provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the parties’ intention underlying the invalid or unenforceable provision.

19.This Agreement shall be governed and conformed in accordance with the laws of the State of _______________, without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach.




A-5





20.This Agreement may not be modified, altered or changed except in writing and signed by both parties wherein specific reference is made to this Agreement.

21.This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. Delivery of an executed signature page to the Agreement by email or delivery of a “.pdf” format data file, or via DocuSign (or another mutually acceptable electronic signature method) shall be as effective as delivery of a manually signed counterpart of this Agreement.

22.If Executive violates this Agreement by suing the Company or those associated with the Company, Executive agrees that Executive will pay all costs and expenses incurred by the Company, or by any of the Company Released Parties in defending against the suit, including reasonable attorney’s fees. Executive also agrees to indemnify and hold harmless the Company, including payment of the Company’s reasonable attorney’s fees and expenses, for any breach by Executive of this Agreement.

BY SIGNING THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES, REPRESENTS AND AGREES THAT: EXECUTIVE HAS READ IT; EXECUTIVE UNDERSTANDS IT AND KNOWS THAT EXECUTIVE IS GIVING UP IMPORTANT RIGHTS; EXECUTIVE AGREES WITH EVERYTHING IN IT; EXECUTIVE WAS TOLD, IN WRITING, TO CONSULT AN ATTORNEY BEFORE SIGNING IT; EXECUTIVE WAS OFFERED 21 DAYS TO REVIEW THE AGREEMENT AND TO THINK ABOUT WHETHER OR NOT TO SIGN IT; EXECUTIVE HAS SIGNED IT KNOWINGLY AND VOLUNTARILY; AND EXECUTIVE UNDERSTANDS EXECUTIVE HAS SEVEN (7) CALENDAR DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE EXECUTIVE’S SIGNATURE AND THAT IF EXECUTIVE DOES NOT REVOKE, THIS AGREEMENT BECOMES EFFECTIVE, ENFORCEABLE, AND IRREVOCABLE ON THE 8TH DAY AFTER SIGNATURE.

EXHIBIT 1

__________



*** Signature Page Follows *** IN WITNESS WHEREOF, Executive has hereunto executed this Full and Final Release of Claims by affixing [his/her] hand this ____ day of ____________________, 20__ in the presence of the witness whose signature is subscribed below.




A-6







[Name]
Sworn to before me this
_____ day of ____________, 20__.

_____________________________
Notary Public




IN WITNESS WHEREOF, _________________ has hereunto executed this Full and Final Release of Claims on behalf of Constellation Brands, Inc., its subsidiaries, affiliates, by affixing [his/her] hand this ____ day of ____________________, 20__ in the presence of the witness whose signature is subscribed below.

[Name]
[Title]

Sworn to before me this
_____ day of ____________, 20__.

_____________________________
Notary Public





A-7
EX-21.1 6 stzex211_228202610k.htm EX-21.1 Document

Exhibit 21.1
SUBSIDIARIES OF CONSTELLATION BRANDS, INC.
As of March 1, 2026
PLACE OF
SUBSIDIARY INCORPORATION/FORMATION
ALCOFI Inc. New York
Allberry, Inc. California
Austin Cocktails Investments, LLC Texas
Bebidas Espirituosas Constellation Mexico, S. de R.L. de C.V. Mexico
CB Blue Holdings LLC Delaware
CB Brand Strategies, LLC Delaware
CB Brand Strategies II, LLC Delaware
CB Brandy LLC Delaware
CB Cerveza Holdings S.à r.l. Luxembourg
CB Cerveza Operations, S. de R.L. de C.V. Mexico
CB Coastal LLC Delaware
CB Distilled Spirits LLC Delaware
CBGE LLC Delaware
CB Glass Holdings GmbH Switzerland
CB International Finance S.à r.l. Luxembourg
CB Procurement LLC Delaware
CB NVA LLC Delaware
CB Spirits Canada, Inc. British Columbia
CBAC Investment LLC Delaware
CBG Holdings LLC Delaware
CBNZ Vintners Limited New Zealand
CBrands International LLC
Delaware
CBUS Crew Holdings, Inc. Delaware
CBV Ventures LLC Delaware
CBW LLC Delaware
CBZ LLC Delaware
Cerveza Financing Limited
Malta
Cerveza Holdings LLC Delaware
Cerveza International Investments LLC
Delaware
Cerveza Investments Limited
Malta
CI Cerveza GmbH Switzerland
CIH Holdings Mexico, S. de R.L. de C.V. Mexico
CIH International S.à r.l. a/k/a CIH International GmbH Switzerland
Cloud Peak Corporation California
CO Vidriera S.à r.l. a/k/a CO Vidriera GmbH* Switzerland
Compañía Cervecera de Coahuila, S. de R.L. de C.V. Mexico
Compañía Cervecera de Obregón, S. de R.L. de C.V. Mexico
Compañía Cervecera de Veracruz, S. de R.L. de C.V.
 Mexico
Constellation Beers LLC Delaware
Constellation Brands (Shanghai) Business Consulting Co., Ltd. Shanghai, China
Constellation Brands Beach Holdings LLC Delaware
1

PLACE OF
SUBSIDIARY INCORPORATION/FORMATION
Constellation Brands Canada Holdings ULC Nova Scotia
Constellation Brands Hong Kong Limited Hong Kong
Constellation Brands International IBC, Inc. Barbados
Constellation Brands International SRL Barbados
Constellation Brands Mexico S. de R. L. de C.V. Mexico
Constellation Brands New Zealand Limited New Zealand
Constellation Brands U.S. Operations, Inc. New York
Constellation Capital LLC Delaware
Constellation International Holdings Limited New York
Constellation Leasing, LLC New York
Constellation Marketing Services, Inc. Delaware
Constellation NZ Holdings New Zealand
Constellation Services LLC Delaware
Constellation Trading Company, Inc. New York
CKAB Company Kentucky
Crown Imports LLC Delaware
CWI Holdings LLC New York
Declan Distillers, LLC Texas
Goose Egg, LLC Delaware
Greenstar Canada Investment Corporation British Columbia
Greenstar Canada Investment Limited Partnership British Columbia
Greenstar II Holdings LLC Delaware
Greenstar II LLC Delaware
HBMB, Inc. Delaware
High West Distillery, LLC Utah
High West Holdings, LLC Delaware
High West Properties, LLC Utah
High West Saloon, LLC Utah
Industria Vidriera de Coahuila, S. de R.L. de C.V.* Mexico
Kim Crawford Wines Limited New Zealand
Kingstreet GmbH Switzerland
My Favorite Neighbor, LLC California
Nelson’s Green Brier Distillery, LLC
 Delaware
NZCB Pacific Limited New Zealand
RMD Acquisition Corp. Delaware
Robert Mondavi Investments California
Ruffino S.r.l. Italy
Schrader Cellars, LLC California
Selaks Wines Limited New Zealand
Star Catcher LLC Delaware
Star Catcher Beverages LLC Delaware
STZ Lucky Stars LLC Delaware
Tenute Ruffino S.r.l. Società Agricola Italy
The Robert Mondavi Company II LLC Delaware
The Robert Mondavi Corporation California
2

PLACE OF
SUBSIDIARY INCORPORATION/FORMATION
TPWC, Inc. Delaware
Vidriera Holdings S.à r.l. a/k/a Vidriera Holdings GmbH*
 Switzerland
Vincor Finance, LLC Delaware
Washington State Wine Company, Inc. Washington

Note: The names of particular subsidiaries may be omitted from the above list because such unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.
________________________________
*    Indicates an entity that is not wholly-owned, directly or indirectly, by the registrant; the financial results of this entity or its parent or parents, as applicable, are consolidated with those of the registrant.
    
3
EX-23.1 7 stzex231_228202610k.htm EX-23.1 Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-291350) on Form S-3 and (Nos. 33-26694, 33-56557, 333-88391, 333-132061, 333-146849, 333-149206, and 333-161155) on Form S-8 of our reports dated April 22, 2026, with respect to the consolidated financial statements of Constellation Brands, Inc. and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Rochester, New York
April 22, 2026
EX-31.1 8 stzex311_228202610k.htm EX-31.1 Document

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF CHIEF EXECUTIVE OFFICER

Constellation Brands, Inc.
Form 10-K for Fiscal Year Ended February 28, 2026


I, Nicholas I. Fink, certify that:

1. I have reviewed this report on Form 10-K of Constellation Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is


reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 22, 2026
/s/ Nicholas I. Fink
Nicholas I. Fink
President and
Chief Executive Officer
EX-31.2 9 stzex312_228202610k.htm EX-31.2 Document

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION
OF CHIEF FINANCIAL OFFICER

Constellation Brands, Inc.
Form 10-K for Fiscal Year Ended February 28, 2026


I, Garth Hankinson, certify that:

1. I have reviewed this report on Form 10-K of Constellation Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is


reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 22, 2026
/s/ Garth Hankinson
Garth Hankinson
Executive Vice President and
Chief Financial Officer
EX-32.1 10 stzex321_228202610k.htm EX-32.1 Document

Exhibit 32.1

SECTION 1350 CERTIFICATION
OF CHIEF EXECUTIVE OFFICER

Constellation Brands, Inc.
Form 10-K for Fiscal Year Ended February 28, 2026


In connection with the Constellation Brands, Inc. Annual Report on Form 10-K for the Fiscal Year Ended February 28, 2026, I, Nicholas I. Fink, certify pursuant to 18 U.S.C. Section 1350 that, to the best of my knowledge:

1.     The Annual report on Form 10-K for the Fiscal Year Ended February 28, 2026 of Constellation Brands, Inc. fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.    The information contained in the periodic report on Form 10-K for the Fiscal Year Ended February 28, 2026 of Constellation Brands, Inc. fairly presents, in all material respects, the financial condition and results of operations of Constellation Brands, Inc.

Dated: April 22, 2026 /s/ Nicholas I. Fink
Nicholas I. Fink
President and Chief Executive Officer

EX-32.2 11 stzex322_228202610k.htm EX-32.2 Document

Exhibit 32.2

SECTION 1350 CERTIFICATION
OF CHIEF FINANCIAL OFFICER

Constellation Brands, Inc.
Form 10-K for Fiscal Year Ended February 28, 2026


In connection with the Constellation Brands, Inc. Annual Report on Form 10-K for the Fiscal Year Ended February 28, 2026, I, Garth Hankinson, certify pursuant to 18 U.S.C. Section 1350 that, to the best of my knowledge:

1.     The Annual report on Form 10-K for the Fiscal Year Ended February 28, 2026 of Constellation Brands, Inc. fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.    The information contained in the periodic report on Form 10-K for the Fiscal Year Ended February 28, 2026 of Constellation Brands, Inc. fairly presents, in all material respects, the financial condition and results of operations of Constellation Brands, Inc.

                                                    
Dated: April 22, 2026
/s/ Garth Hankinson
Garth Hankinson
Executive Vice President and
Chief Financial Officer