None.
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
INDEX TO EXHIBITS
| INCORPORATED BY REFERENCE |
|---|
| EXHIBIT NO. | EXHIBIT DESCRIPTION | FORM | EXHIBIT | FILING DATE |
|---|
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 3.1 | November 10, 2022 |
| 3.2 | Amended and Restated By-Laws of the Company. | 8-K | 3.1 | October 2, 2025 |
| 4.1 | Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.1 | April 23, 2012 |
| 4.1.1 | Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and M&T, as Trustee. | 10-K | 4.26 | April 25, 2016 |
| 4.1.2 | Supplemental Indenture No. 11 with respect to 3.700% Senior Notes due 2026, dated as of December 6, 2016, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.1 | December 6, 2016 |
| 4.1.3 | Supplemental Indenture No. 13 with respect to 3.500% Senior Notes due 2027, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.2 | May 9, 2017 |
| 4.1.4 | Supplemental Indenture No. 14 with respect to 4.500% Senior Notes due 2047, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.3 | May 9, 2017 |
| 4.1.5 | Supplemental Indenture No. 19 with respect to 3.600% Senior Notes due 2028, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.2 | February 7, 2018 |
| 4.1.6 | Supplemental Indenture No. 20 with respect to 4.100% Senior Notes due 2048, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.3 | February 7, 2018 |
| 4.1.7 | Supplemental Indenture No. 23 with respect to 4.650% Senior Notes due 2028, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.3 | October 29, 2018 |
| 4.1.8 | Supplemental Indenture No. 24 with respect to 5.250% Senior Notes due 2048, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.4 | October 29, 2018 |
| 4.1.9 | Supplemental Indenture No. 25 with respect to 3.150% Senior Notes due 2029, dated as of July 29, 2019, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee. | 8-K | 4.1 | July 29, 2019 |
| 4.1.10 | Supplemental Indenture No. 26 with respect to 2.875% Senior Notes due 2030, dated as of April 27, 2020, among the Company, as Issuer and M&T, as Trustee. | 8-K | 4.1 | April 27, 2020 |
| 4.1.11 | Supplemental Indenture No. 27 with respect to 3.750% Senior Notes due 2050, dated as of April 27, 2020, among the Company, as Issuer and M&T, as Trustee. | 8-K | 4.2 | April 27, 2020 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| INCORPORATED BY REFERENCE |
|---|
| EXHIBIT NO. | EXHIBIT DESCRIPTION | FORM | EXHIBIT | FILING DATE |
|---|
| 4.1.12 | Supplemental Indenture No. 28 with respect to 2.250% Senior Notes due 2031, dated as of July 26, 2021, among the Company, as Issuer and M&T, as Trustee. | 8-K | 4.1 | July 26, 2021 |
| 4.1.13 | Supplemental Indenture No. 30 with respect to 4.350% Senior Notes due 2027, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.2 | May 9, 2022 |
| 4.1.14 | Supplemental Indenture No. 31 with respect to 4.750% Senior Notes due 2032, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.3 | May 9, 2022 |
| 4.1.15 | Supplemental Indenture No. 33 with respect to 4.900% Senior Notes due 2033, dated as of May 1, 2023, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | May 1, 2023 |
| 4.1.16 | Supplemental Indenture No. 34 with respect to 4.800% Senior Notes due 2029, dated as of January 11, 2024, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | January 11, 2024 |
| 4.1.17 | Supplemental Indenture No. 35 with respect to 4.800% Senior Notes due 2030, dated as of May 1, 2025, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | May 1, 2025 |
| 4.1.18 | Supplemental Indenture No. 36 with respect to 4.950% Senior Notes due 2035, dated as of October 17, 2025, among the Company, as Issuer, and M&T, as Trustee. | 8-K | 4.1 | October 17, 2025 |
| 4.2 | Restatement Agreement, dated as of April 28, 2025, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto, including the Eleventh Amended and Restated Credit Agreement dated as of April 28, 2025, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. † | 8-K | 4.1 | April 28, 2025 |
| 4.3 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act. | 8-K | 99.3 | November 10, 2022 |
| 10.1 | The Company’s Long-Term Stock Incentive Plan, amended and restated as of July 18, 2017. * | 8-K | 10.4 | July 20, 2017 |
| 10.1.1 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 25, 2016). * | 8-K | 10.1 | May 1, 2014 |
| 10.1.2 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 25, 2016 and before April 21, 2017). * | 8-K | 10.1 | April 28, 2016 |
| 10.1.3 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2017 and before April 23, 2018). * | 8-K | 10.1 | April 25, 2017 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| INCORPORATED BY REFERENCE |
|---|
| EXHIBIT NO. | EXHIBIT DESCRIPTION | FORM | EXHIBIT | FILING DATE |
|---|
| 10.1.4 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 23, 2018 and before April 23, 2019). * | 8-K | 10.1 | April 26, 2018 |
| 10.1.5 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 23, 2019 and before April 21, 2020). * | 8-K | 10.1 | April 26, 2019 |
| 10.1.6 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2020). * | 10-Q | 10.5 | July 1, 2020 |
| 10.1.7 | Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (replacement equity award grants) (filed herewith). * | |
| 10.1.8 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 20, 2021 and before April 25, 2025). * | 8-K | 10.2 | April 23, 2021 |
| 10.1.9 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2025). * | 10-Q | 10.1 | July 2, 2025 |
| 10.1.10 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to cliff vested awards). * | 8-K | 10.1 | July 17, 2025 |
| 10.1.11 | Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (related to replacement equity awards) (filed herewith). * | |
| 10.1.12 | Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 21, 2020 and before April 25, 2024). *† | 10-Q | 10.7 | July 1, 2020 |
| 10.1.13 | Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2024). *† | 10-Q | 10.2 | July 3, 2024 |
| 10.1.14 | Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2025). *† | 10-Q | 10.2 | July 2, 2025 |
| 10.1.15 | Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to cost savings and market performance criteria). *† | 8-K | 10.2 | July 17, 2025 |
| 10.1.16 | Form of Terms and Conditions Memorandum for Directors with respect to a pro rata grant of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan. * | 8-K | 99.1 | April 22, 2010 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| INCORPORATED BY REFERENCE |
|---|
| EXHIBIT NO. | EXHIBIT DESCRIPTION | FORM | EXHIBIT | FILING DATE |
|---|
| 10.1.17 | Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 23, 2014 and before July 20, 2016). * | 8-K | 10.1 | July 25, 2014 |
| 10.1.18 | Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 20, 2016 and before July 18, 2017). * | 8-K | 10.1 | July 22, 2016 |
| 10.1.19 | Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 18, 2017 and before July 16, 2019). * | 8-K | 10.1 | July 20, 2017 |
| 10.1.20 | Form of Stock Option Agreement for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 16, 2019). * | 10-Q | 10.6 | October 3, 2019 |
| 10.1.21 | Form of Restricted Stock Unit Agreement for Directors with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after July 16, 2019).* | 10-Q | 10.7 | October 3, 2019 |
| 10.1.22 | Rules for Cash Incentive Awards under the Company’s Long-Term Stock Incentive Plan. * | 10-Q | 10.3 | July 2, 2025 |
| 10.2 | The Company’s Annual Management Incentive Plan, amended and restated as of July 27, 2012. * | 8-K | 10.1 | July 31, 2012 |
| 10.3 | The Company’s Non-Qualified Savings Plan, amended and restated effective as of April 8, 2026 (filed herewith). * | |
| 10.4 | Supplemental Executive Retirement Plan of the Company. * | 10-K | 10.14 | June 1, 1999 |
| 10.4.1 | First Amendment to the Company’s Supplemental Executive Retirement Plan. * | 10-Q | 10 | July 15, 1999 |
| 10.4.2 | Second Amendment to the Company’s Supplemental Executive Retirement Plan. * | 10-K | 10.20 | May 29, 2001 |
| 10.4.3 | Third Amendment to the Company’s Supplemental Executive Retirement Plan. * | 8-K | 99.2 | April 13, 2005 |
| 10.5 | 2005 Supplemental Executive Retirement Plan of the Company. * | 8-K | 99.3 | April 13, 2005 |
| 10.5.1 | First Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. * | 10-Q | 10.7 | July 10, 2007 |
| 10.5.2 | Second Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. * | 10-Q | 10.2 | January 9, 2014 |
| 10.5.3 | Third Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. * | 8-K | 10.1 | October 4, 2018 |
| 10.6 | Form of Executive Employment Agreement between the Company and its former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. * | 8-K | 99.1 | May 21, 2008 |
| 10.6.1 | Form of Executive Employment Agreement Release of Claims between the Company and its former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. * | 10-Q | 10.3 | January 5, 2023 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| INCORPORATED BY REFERENCE |
|---|
| EXHIBIT NO. | EXHIBIT DESCRIPTION | FORM | EXHIBIT | FILING DATE |
|---|
| 10.7 | Executive Employment Agreement made as of January 26, 2015, between the Company and William A. Newlands. * | 10-K | 10.57 | April 28, 2015 |
| 10.7.1 | Transition Agreement effective February 10, 2026, between the Company and William A. Newlands. * | 8-K | 10.2 | February 12, 2026 |
| 10.8 | Form of Executive Employment Agreement between the Company and certain of its Executive Officers (including Garth Hankinson, Michael McGrew, Mallika Monteiro, and James A. Sabia, Jr.). * | 10-Q | 10.3 | June 29, 2017 |
| 10.9 | Form of Executive Employment Agreement between the Company and certain of its Executive Officers (including Paula K. Erickson). * | 10-Q | 10.4 | July 2, 2025 |
| 10.10 | Executive Employment Agreement made as of March 11, 2024, between the Company and Samuel J. Glaetzer. * | 10-K | 10.1 | April 23, 2024 |
| 10.11 | Executive Employment Agreement effective February 10, 2026 between the Company and Nicholas I. Fink. * | 8-K | 10.1 | February 12, 2026 |
| 10.12 | Executive Employment Agreement effective March 1, 2026 between the Company and James O. Bourdeau. * | 8-K | 10.1 | October 2, 2025 |
| 10.13 | Form of Executive Employment Agreement between the Company and certain of its Executive Officers (including Jeffrey H. LaBarge) (filed herewith). * | |
| 10.14 | Reclassification Agreement, dated as of June 30, 2022, by and among the Company and the Sands-family-related stockholders listed therein. | 8-K | 10.1 | June 30, 2022 |
| 10.14.1 | Form of Joinder to Reclassification Agreement by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP). | 10-Q | 10.4 | January 5, 2023 |
| 10.14.2 | Form of Waiver to Reclassification Agreement with respect to offices in the Company’s Florida location by the Company’s former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. | 10-K | 10.41 | April 20, 2023 |
| 10.14.3 | Waiver to Reclassification Agreement with respect to WildStar Partners LLC’s right for nominee to serve as non-voting member of any committee of the Company’s Board of Directors. | 8-K | 99.1 | July 10, 2023 |
| 10.15 | Registration Rights Agreement, dated as of November 10, 2022, by and among the Company and the stockholders party thereto (including form of Joinder by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP)). | 8-K | 10.1 | November 10, 2022 |
| 10.16 | Description of Compensation Arrangements, as of July 17, 2024, for Non-Management Directors. * | 10-Q | 10.1 | October 3, 2024 |
| 10.17 | Description of Compensation Arrangements, as of July 15, 2025, for Non-Management Directors. * | 10-Q | 10.3 | October 7, 2025 |
| 10.18 | Amended and Restated Sub-license Agreement, dated as of June 7, 2013, between Marcas Modelo, S. de R.L. de C.V. and Constellation Beers Ltd. + | 10-K | 10.45 | April 20, 2023 |
| 19.1 | The Company’s Insider Trading Policy. | 10-K | 19.1 | April 23, 2025 |
| PART IV | OTHER KEY INFORMATION | Table of Contents |
|---|
| INCORPORATED BY REFERENCE |
|---|
| EXHIBIT NO. | EXHIBIT DESCRIPTION | FORM | EXHIBIT | FILING DATE |
|---|
| 21.1 · Subsidiaries of the Company (filed herewith). |
|---|
| 23.1 · Consent of KPMG LLP (filed herewith). |
|---|
| 31.1 · Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith). |
|---|
| 31.2 · Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith). |
|---|
| 32.1 · Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). |
|---|
| 32.2 · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith). |
|---|
| 97.1 | The Company’s Incentive Compensation Recoupment Policy. * | 10-K | 97.1 | April 23, 2024 |
| 99.1 | The Company’s 1989 Employee Stock Purchase Plan (amended and restated as of July 24, 2013). * | 8-K | 99.1 | July 26, 2013 |
| 99.1.1 | First Amendment, dated and effective April 25, 2016, to the Company’s 1989 Employee Stock Purchase Plan. * | 8-K | 99.1 | April 28, 2016 |
| 99.2 | Consent Agreement, dated October 24, 2022, by and between CBG Holdings LLC, Greenstar Canada Investment Limited Partnership and Canopy. † | 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.
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 |
| Nicholas I. FinkPresident 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, Presidentand Chief Executive Officer (principalexecutive officer) | Garth Hankinson, Executive VicePresident and Chief Financial Officer(principal financial officer andprincipal accounting officer) |
|---|
| /s/ Christopher J. Baldwin | /s/ Christy Clark |
|---|
| April 22, 2026 | April 22, 2026 |
|---|
| Christopher J. Baldwin, Director andIndependent 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 |
|---|
