Constellation Brands (STZ) 10-K risk factor changes: FY2025 vs FY2024

*Supply of quality water, agricultural, and other raw materials, certain raw and packaging materials purchased under supply contracts; supply chain disruptions and [removed: inflation;] [added: other factors;] limited group of [removed: glass bottle] [added: certain] suppliers*

A substantial reduction in water supplies could result in material losses of [removed: grape crops and vines or other] crops, such as corn, barley, [removed: or] hops, [added: or grapes as well as grape vines] which could lead to a shortage of our product supply.

We have substantial brewery operations in Mexico and substantial wine operations in the U.S. (primarily in California), New Zealand, and Italy as well as brewery and distillery operations in the U.S. [removed: Although certain areas in] California [removed: have recently experienced flooding, the state] has endured and may continue to experience prolonged drought conditions which have resulted in the imposition of certain restrictions on water [removed: usage.][added: usage and which could recur.]

[removed: Our] [added: The water supplies for our] current Mexican breweries [removed: are each,] and the Veracruz [removed: Brewery will be, sourced from a single water supply originating] [added: Brewery, which originate] from separate and distinct [removed: aquifers.][added: aquifers, are subject to disruption which could impact our ability to produce our products.]

The sources of water, methods of water delivery, water quality, or water [removed: requirements] [added: needs] to support our ongoing requirements may change materially in the future.

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 [removed: and water for our distilleries.]

The supply, on-time availability, and price 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, [added: tariffs,] supply chain disruptions, inflationary pressures, market demand, global geopolitical events and military conflicts, [removed: droughts, storms,] weather [removed: events,] [added: events] or natural or man-made disasters, [added: including droughts, storms, and wildfires,] plant diseases, and theft.

In the U.S., glass bottles have only a small [added: number of producers.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 17] [added: 13] | | |

| PART I | | | ITEM 1A. RISK FACTORS | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

To the extent any of the foregoing factors impact our business or operations, including by [removed: (i)] increasing the costs of our products and we are unable or choose not to pass along such rising costs to consumers through increased selling [removed: prices, (ii)] [added: prices;] leading to a shortage of our product supply or inventory [removed: levels,] [added: levels;] or [removed: (iii)] 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.

We depend on IT to enable us to operate efficiently and interface with [removed: customers and] [added: customers,] suppliers, [added: and consumers,] maintain financial accuracy and efficiency, and effect accurate and timely governmental [removed: reporting.][added: reporting, among other activities.]

If we do not allocate and effectively manage the resources [removed: necessary] to build and sustain [removed: the proper] [added: appropriate] technology infrastructure, including our global enterprise resource planning [removed: system,] [added: system and our planned unified finance platform implementation,] we could be subject to transaction [added: or data integrity] errors, processing inefficiencies, increased costs, loss of customers, business disruptions, loss of or damage to intellectual property [added: or proprietary information, including] through [added: 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 [added: phishing attacks,] denial of service, malware, [removed: and] ransomware, and [added: 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 [removed: parties] [added: external or internal threat actors] (including through the use of [added: existing and] emerging [removed: AI technologies)] [added: 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 [removed: assets or revenues,] [added: 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 [added: or consumers] following such an event.

[removed: The recent proliferation and rapid evolution of AI] technologies, including generative [removed: AI,] [added: AI and machine learning,] has resulted in new challenges, including business, [added: legal and] regulatory, and ethical [removed: considerations,] [added: considerations] and [removed: may intensify the risk of cyberattackers using such technologies to enhance their capabilities.][added: uncertainty.]

We have implemented a governance framework that includes policies and processes to address the use of AI [removed: technologies, primarily focused on generative AI,] [added: technologies] by our employees and third-party service providers.

[removed: This] [added: These circumstances] may create risks in our ability to address existing or rapidly developing regulatory or industry standards related to AI [added: 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, [added: 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, [added: 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.

*Economic and other uncertainties associated with our international [removed: operations*][added: operations, including tariffs*]

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 [added: our beverage alcohol products in varying amounts.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 18] [added: 14] | | |

Significant [removed: increases in] [added: new or increased tariffs,] import and excise [removed: duties] [added: duties,] or other taxes on or impacting beverage alcohol [removed: products as well as any tariffs,] [added: products, including raw and packaging materials,] particularly on imports from [removed: Mexico] [added: Mexico, Italy,] and [added: New Zealand, and] any [added: additional] retaliatory tariffs imposed by [added: those governments on product imports from] the [removed: Mexican government,] [added: U.S.,] could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Meanwhile, escalating geopolitical [removed: tensions,] [added: tensions and trade disputes,] have resulted and may continue to result in [added: additional] sanctions, tariffs, [removed: and] import-export [removed: restrictions.][added: restrictions, boycotts, or trade wars.]

These activities, when combined with any retaliatory actions that [added: have or] may be taken by other [removed: countries] [added: countries, have impacted and] could [removed: cause] [added: continue to pose a significant risk to our business as well as the global economy, such as by shifting consumer behaviors, inhibiting sales, increasing costs, causing] further [removed: inflationary pressures and] economic and supply chain disruptions (including impacts on prices and supply of certain commodities, such as aluminum, corn, crude oil, natural gas, and [removed: steel).][added: steel) and inflationary pressures, and reducing economic activity.]

We may be subject to new or revised regulations, increased licensing fees, requirements, or taxes, [removed: or] regulatory enforcement [removed: actions.][added: actions, or longer review periods for applicable regulatory approvals.]

Expansion and optimization of current production facilities and construction of new production facilities are subject to various regulatory and developmental risks, including but not limited to: [removed: (i)] our ability to obtain timely certificate authorizations, necessary approvals and permits from regulatory agencies [removed: at all or] on terms that are acceptable to [removed: us; (ii)] [added: 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; [removed: (iii)] our inability to acquire rights-of-way or land or water rights on a timely basis on terms that are acceptable to us; or [removed: (iv)] our inability to acquire the necessary energy supplies, including electricity, natural gas, and diesel fuel.

We may not be able to satisfy our product supply requirements for our Mexican beer brands in the event of [removed: (i)] a significant disruption [added: at] or the partial or total destruction of the current Mexican breweries or the Glass [removed: Plant, (ii)] [added: Plant;] difficulty shipping [added: and/or warehousing] raw materials and product into, within, [removed: or] [added: and/or] out of the U.S. or Mexico, including in the event of rail [added: or other freight] shipping disruptions with our major [removed: provider] [added: providers] in each [removed: country,] [added: country;] or [removed: (iii)] a temporary inability to produce our product due to closure or lower production levels of one or more of our current Mexican breweries.

Also, if the contemplated expansion, optimization, and/or construction activities at our breweries in Mexico are abandoned or not otherwise completed by their targeted completion dates, we may not be able to produce sufficient quantities of our Mexican beer to satisfy our needs in [added: the future.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 19] [added: 15] | | |

[removed: 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.

Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain [added: insurance coverage, including for] property damage and business [removed: interruption insurance.][added: interruption.]

If our insurance coverage is adversely affected, or to the extent we have elected to self-insure, [removed: we] [added: there] may be [removed: at] greater risk that we may experience an adverse impact to our business, liquidity, financial condition, and/or results of operations.

Severe weather events and natural disasters, such as our experiences with [added: wildfires,] drought, [removed: flooding,] and/or [removed: wildfires] [added: 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.

Severe weather events and natural [added: 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 wholesalers, retailers, and consumers; and negatively affect the ability of consumers to purchase our products.

The landscape related to [removed: ESG] [added: environmental sustainability and CSR-related] regulation, compliance, and reporting is constantly evolving, including [removed: expanding] [added: changing] in scope and complexity.

For example, the [removed: SEC and the] European Commission [added: and the SEC] have promulgated [removed: final] rules that would require significantly increased disclosures related to climate change, although [removed: the SEC] [added: each body] has [removed: issued an order] [added: taken subsequent actions] to [removed: stay] [added: limit or abandon their rules, such as] the [added: European Commission’s adoption of a package of proposals to simplify and delay various European Union] rules [removed: pending] [added: and] the [removed: completion] [added: SEC’s stay] of [removed: judicial review] [added: the effectiveness] of [removed: multiple petitions challenging] [added: its rules and its withdrawal of its defense of] the [removed: rules.][added: rules in the pending]

We may experience significant future increases in the costs associated with [removed: regulatory compliance for ESG] [added: environmental sustainability and CSR-related] matters, including fees, licenses, personnel, consultants, reporting, and the cost of capital improvements for our operating [added: 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.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 20] [added: 16] | | |

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.

- reduced consumer discretionary income, subdued overall consumer spending, and value-seeking behavior among consumers as well as elevated unemployment;

- 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;

*•*changes in immigration laws, regulations, policies, and enforcement impacting consumers, particularly Hispanic consumers;

forecasts turn out to be inaccurate, it could adversely affect our business, liquidity, financial condition, and/or results of operations.

The failure to complete any planned divestitures may also result in negative business and financial results.

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.

Furthermore, our acquisitions, investments, or joint ventures may not be profitable, our

| PART I | | | ITEM 1A. RISK FACTORS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

- marketing or advertising, such as in social media, that results in our products having an unintended association with or appearance near contentious content;

- geopolitical tensions and associated negative impacts on our products and business;

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

| PART I | | | ITEM 1A. RISK FACTORS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

consistently positive perception across our entire stakeholder base.

- 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;

- consumer spending shifts, including to other consumer discretionary sectors, such as online gambling.

Recent developments in international trade relations, including significant changes in U.S. trade policy and actions which include threatened, new, and increased tariffs on other countries and retaliatory tariffs and actions imposed on certain U.S. goods, such as the tariffs on product imports from certain countries (such as Mexico, the European Union including Italy, and New Zealand) imposed by the U.S. government in April 2025, tariffs implemented by certain other countries on U.S. goods, such as the tariffs on certain product imports originating from the U.S. imposed by the Canadian government in March 2025, and subsequent modifications and delays to the various tariffs, 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.

| PART I | | | ITEM 1A. RISK FACTORS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

The extent and duration of tariffs and the resulting impacts on general economic conditions; stock, credit, and capital market volatility; and our business are uncertain and depend on various factors, many of which are out of our control.

Over the last several years, certain areas of California have also experienced wildfires and flooding.

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and water for our distilleries.

At times, we have experienced glass bottle purchasing shortages.

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

| PART I | | | ITEM 1A. RISK FACTORS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

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.

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.

Alternative facilities with sufficient capacity or capabilities may not readily be

| PART I | | | ITEM 1A. RISK FACTORS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

*Severe weather and natural or man-made disasters; climate change; environmental sustainability and CSR-related regulatory compliance; failure to meet environmental sustainability and CSR targets, commitments, and aspirations*

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litigation in the U.S. Court of Appeals for the Eighth Circuit.

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.

Even if we achieve our environmental sustainability and CSR targets, commitments, and aspirations, we may not realize all of the benefits that we expected.

*Cost savings, restructuring, and efficiency initiatives*

We are seeking 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.

At times, we have experienced glass bottle purchasing shortages, particularly for brown glass used for certain of our Mexican beer brands.

number of producers.

our beverage alcohol products, in varying amounts.

We are pursuing the sale of the remaining assets at the Mexicali Brewery after exploring various options; however, we may not be successful in completing any such sale or obtaining other forms of recovery.

the future.

*Climate change; ESG regulatory compliance; failure to meet emissions, stewardship, and other ESG targets*

facilities to meet environmental regulatory requirements, as well as to address other regulations, standards, frameworks, and ratings from various governmental entities and other stakeholders or activist campaigns.

- inflation, including the impact of reduced discretionary income of consumers available to purchase our products and increased commodities and other costs;

An

Our subsidiaries CB Brand Strategies, LLC, Crown Imports LLC, and Compañía Cervecera de Coahuila, S. de R.L. de C.V. were named as defendants in a lawsuit originally filed in U.S. District Court for the Southern District of New York on February 15, 2021, and most recently amended on March 16, 2022, by Cervecería Modelo de México, S. de R.L. de C.V. and Trademarks Grupo Modelo, S. de R.L. de C.V., captioned *Cervecería Modelo de México, S. de R.L. de C.V., et al.

v.

CB Brand Strategies, LLC, et al.*, Case No. 21 Civ.

01317-LAK (S.D.N.Y.).

The plaintiffs alleged, among other things, that our sub-license of the trademarks for our Mexican beer brands should not permit us to use the Corona brand name on our Corona Hard Seltzer or the Modelo brand name on our Modelo Ranch Water.

On August 5, 2022, both the plaintiffs and the defendants filed motions for summary judgment.

On November 3, 2022, the court denied our motion for summary judgment.

On December 13, 2022, the court denied plaintiffs’ motion for summary judgment.

At a trial in March 2023, the jury returned a unanimous verdict in our favor on all counts in the plaintiffs’ complaint, and the court entered judgment dismissing the complaint on March 15, 2023.

On April 12, 2023, the plaintiffs filed a motion for judgment as a matter of law or, in the alternative, for a new trial with the court, which motion was denied on April 14, 2023.

On May 12, 2023, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Second Circuit from the final judgment entered in the above-captioned case, rulings and orders incorporated in, antecedent to, or ancillary to that final judgment, and the district court’s order denying the plaintiffs’ motion for judgment as a matter of law or, in the alternative, for a new trial in that action.

The appeal is captioned *Cervecería Modelo de México, S. de R.L. de C.V., et al.

CB Brand Strategies, LLC, et al.*, Case No. 23-810 (2d Cir.).

The plaintiffs’ principal brief was filed on August 22, 2023, which appealed the district court’s order denying the plaintiff’s motion for summary judgment, an evidentiary ruling, and the district court’s instructions to the jury.

Our response brief was filed on November 21, 2023, and the plaintiffs’ reply brief was filed on December 12, 2023.

Oral argument was conducted before the Second Circuit on March 12, 2024.

On March 25, 2024, the Second Circuit issued an order affirming the judgment of the district court, including affirming the denial of the plaintiffs’ motion for summary judgment, affirming the district court’s evidentiary ruling, and rejecting the plaintiffs’ challenges to the district court’s instructions to the jury.

In addition, our cost of defending this litigation has been and could continue to be substantial.

If we are not successful, we may not be able to market Corona Hard Seltzer in its current formulation under the Corona brand name or Modelo

Ranch Water product in its current formulation under the Modelo brand name and we may be required to pay damage awards, each of which may have an adverse effect on our business, liquidity, financial condition and/or results of operations.

- new entrants in our market or categories, including from the convergence of beverage categories;

We are exposed to risks associated with interest rate fluctuations, and we have recently experienced a rising interest rate environment.

- protectionist trade policies, sanctions, and tariffs;

For example, if broader industry and market conditions decline and/or our expectations of future performance as reflected in our current strategic operating plans are not fully realized, a future impairment of Wine and Spirits goodwill is reasonably possible.

“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 [removed: 28, 2023,] [added: 29, 2024,] filed on April [removed: 20, 2023,] [added: 23, 2024,] for reference to discussion of the fiscal year ended February 28, [removed: 2022,] [added: 2023,] the earliest of the three fiscal years presented.

*Overview.* This section provides a general description of our [removed: business,] [added: business and brief descriptions of recent goodwill and trademarks impairments,] which we believe is important in understanding the results of our operations, financial condition, and potential future trends.

Included in the analysis of outstanding debt is a discussion of the financial capacity available to fund our [removed: ongoing] [added: on-going] operations and future commitments, as well as a discussion of other financing arrangements.

[removed: Effective May 31, 2023, we changed our] [added: Our] internal management financial reporting [removed: to consist] [added: consists] of two business divisions: (i) Beer and (ii) Wine and Spirits and we [removed: now] report our operating results in three segments: (i) Beer, (ii) Wine and Spirits, and (iii) Corporate Operations and [removed: Other following the removal of the Canopy operating segment.][added: Other.]

For additional information, refer to Note [removed: 22.][added: 2.]

Amounts included in the Corporate Operations and Other segment consist of costs of corporate [added: communications, corporate] development, corporate finance, corporate [removed: strategy,] [added: strategy and growth,] executive management, [removed: growth,] human resources, internal audit, investor relations, IT, legal, and public [removed: relations,] [added: affairs,] as well as our Canopy investment and investments made through our corporate venture capital function.

Our business strategy for the Beer segment focuses on upholding our leadership position in the U.S. beer market, including the high-end segment, and continuing to grow our high-end imported beer brands through [added: maintenance of leading margins, enhancements to our results of operations and operating cash flow, and exploring new avenues for growth.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 34] [added: 32] | | |

| PART II | | | ITEM 7. MD&A | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

[removed: We] [added: 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.

Expansion, optimization, and/or construction activities continue under our Mexico Beer Projects to align with our anticipated future growth expectations, and we expect to spend approximately [removed: $3] [added: $2] billion over Fiscal [removed: 2025] [added: 2026] through Fiscal 2028 [added: largely] on these activities.

Our business strategy for the Wine and Spirits segment continues to focus on [removed: higher-end brands,] [added: delivering growth and] improving [removed: margins,] [added: margins beyond Fiscal 2026 by driving our higher-end brands] and [removed: creating] operating efficiencies.

In addition, we are advancing our aim to become a global, omni-channel competitor in line with [added: evolving] consumer [removed: preferences.][added: preferences as we continue our efforts to progressively expand into international markets, DTC channels (including hospitality), and 3-tier eCommerce.]

We remain committed to our long-term financial model of: growing sales, expanding margins, and increasing cash flow in order to [added: continue to] achieve [added: comparable] earnings per share growth as well as our target [added: ratios for (i) comparable] net leverage [removed: ratio] and [added: (ii)] dividend [removed: payout ratio;] [added: payout;] investing to support the growth of our business; and delivering additional returns to stockholders through periodic share repurchases.

[removed: Our results of operations] [added: These factors include subdued spend, value-seeking behaviors,] and [removed: financial condition have been affected by inflation, changing prices,] reductions in [added: the] discretionary income [removed: of consumers] available to purchase our [removed: products, and shifting consumer behaviors, as well as] [added: products among consumers, elevated unemployment, changing prices, inflation,] other unfavorable global and regional economic conditions, [added: demographic trends in the U.S.,] global supply chain disruptions and constraints, and geopolitical [removed: events.][added: events, as well as retailer destocking impacting our Wine and Spirits segment.]

We expect some or all of these [added: market conditions and their] impacts to continue into Fiscal [removed: 2025] [added: 2026] which could have a material impact on our results of [removed: operations.][added: operations and financial condition.]

However, there can be no assurance that we will be able to [added: adequately respond to softer consumer demand trends or] fully mitigate rising [removed: costs] [added: costs, including as a result of new or increased tariffs,] through increased selling [removed: prices and/or] [added: prices,] cost [removed: savings initiatives.][added: savings, productivity, efficiency, and inventory management initiatives, optimized marketing plans, and/or our commodity and foreign exchange hedging programs.]

Furthermore, to the extent [removed: climate-related] severe weather [removed: events,] [added: events that impact our business,] such as [added: wildfires,] droughts, floods, [removed: wildfires,] extreme heat, and/or late frosts, [added: 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.

[removed: We subsequently] [added: In April 2024, we] elected to convert our 17.1 million Canopy common shares into Exchangeable Shares on a one-for-one basis.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 35] [added: 33] | | |

[added: Additionally, in April 2024,] we exchanged [added: C$81.2 million of the principal amount of] our 2023 Canopy Promissory Note for 9.1 million Exchangeable Shares and forgave all accrued but unpaid interest together with the remaining principal amount of the note.

For additional information, refer to Note [removed: 10.][added: 2.]

*Daleville [removed: Facility*][added: Facility sale*]

[removed: This gain was included] [added: (1)Included] in selling, general, and administrative expenses within our consolidated [removed: results.][added: results of operations.]

This transaction [removed: primarily] [added: also] included the acquisition of [removed: goodwill] [added: goodwill, inventory,] and a trademark.

The results of operations of [removed: Austin Cocktails] [added: 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.

[removed: Our] [added: These] Wine and Spirits segment [removed: divestiture and acquisitions] [added: activities] support our strategic focus on consumer-led premiumization trends and meeting the evolving needs of our consumers.

*Corporate [removed: ventures*][added: ventures investments*]

As of [added: February 28, 2025,] August 31, [added: 2024, November 30,] 2023, [added: and August 31, 2023,] we evaluated certain equity method [removed: investments,] [added: 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 [removed: underperformance.][added: underperformance for the respective periods.]

This loss from impairment was included in [removed: income (loss) from unconsolidated investments] [added: goodwill and intangible assets impairment] within our consolidated results for Fiscal [removed: 2024.][added: 2025.]

We have an investment in Canopy, a North American cannabis and CPG company providing medical and adult-use cannabis products, which [removed: expands our portfolio into] [added: provides us an investment interest in a business in] adjacent categories.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 36] [added: 34] | | |

We evaluated [removed: the] [added: 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 [removed: primarily] 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 [added: 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 [removed: carrying value of] $266.2 million [added: carrying value] was written down to [added: $142.7 million,] its estimated fair [removed: value of $142.7 million,] [added: value,] resulting in [removed: an impairment of] [added: a] $123.5 [removed: million.][added: million impairment.]

This loss [removed: from impairment] was included in [removed: income (loss) from unconsolidated investments] [added: goodwill and intangible assets impairment] within our consolidated results [added: of operations] for Fiscal [removed: 2023.][added: 2025.]

In April 2023, we extended the maturity of the remaining C$100.0 million principal amount of our [added: then-existing] Canopy Debt Securities by exchanging them for the 2023 Canopy Promissory Note.

References to organic throughout the following discussion exclude the impact of the [removed: Wine] [added: SVEDKA] Divestiture, as appropriate.

*Fiscal [removed: 2024] [added: 2025] compared [removed: with*] [added: to*] *Fiscal [removed: 2023*][added: 2024*]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 37] [added: 35] | | |

*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 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 an 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.

*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 held for sale wine brands.

See Note 7 for further discussion.

In Fiscal 2026, we intend to increase distribution for key brands, optimize growth through differentiated brand positioning, price pack architecture, and market prioritization, as well as continue to invest in the next phase of modular capacity additions necessary to support our ongoing growth.

We are repositioning this business to a portfolio of exclusively higher-end wine and spirits brands that we believe will generate higher growth and higher margins, including through the recently announced 2025 Wine Divestitures Transaction.

We remain a key supplier in U.S. 3-tier brick-and-mortar distribution.

We have a contractual arrangement with Southern Glazer’s Wine and Spirits which consolidated our U.S. distribution and currently represents approximately 60% of our U.S. branded wine and spirits volume.

Our results of operations and financial condition have been affected by an evolving consumer demand environment largely driven by what we believe to be non-structural socioeconomic factors.

Recent developments in international trade relations, including significant changes in U.S. trade policy and actions which include threatened, new, and increased tariffs on other countries and retaliatory tariffs and actions

| PART II | | | ITEM 7. MD&A | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

imposed on certain U.S. goods 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 product imports from certain countries (such as Mexico, the European Union including Italy, and New Zealand) and certain other countries have implemented tariffs on U.S. goods, such as the tariffs on certain product imports originating from the U.S. imposed by the Canadian government, although some of these tariffs were subsequently modified or delayed.

We intend to continue to monitor the evolving consumer demand and economic environments and their impacts on our business.

In addition, we have implemented 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.

*2025 Wine Divestitures Transaction*

In April 2025, we entered into a definitive agreement to fully divest and, in certain instances, exclusively license the trademarks of a portion of our wine and spirits business, primarily centered around our remaining mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities for $900 million, subject to certain adjustments.

The 2025 Wine Divestitures Transaction is subject to the satisfaction of certain closing conditions, including receipt of required regulatory approval, and is expected to close immediately following the end of our first quarter of Fiscal 2026.

We expect to use the net cash proceeds from the 2025 Wine Divestitures Transaction for general corporate purposes.

This transaction supports our strategic focus on consumer-led premiumization trends and meeting the evolving needs of our consumers.

The 2025 Wine Divestitures Transaction 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 assets held for sale impairment within our consolidated results of operations for Fiscal 2025.

Selected financial information included in our results of operations for the portion of the Wine and Spirits business that we expect will no longer be part of our consolidated results is as follows:

| | | | Net Sales | | | | | | Gross Profit | | | | | | Marketing (1) | | |

| Fiscal 2025 | | | | | | | | | | | | | | | | | |

| 2025 Wine Divestitures Transaction | | | $ | 796.6 | | | | | $ | 317.5 | | | | | $ | 48.2 | |

| SVEDKA Divestiture | | | $ | 98.3 | | | | | $ | 39.3 | | | | | $ | 4.4 | |

*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 is

| PART II | | | ITEM 7. MD&A | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

expected to be completed within Fiscal 2026 and is estimated to result in $80 million to $100 million of cumulative pre-tax costs once all phases are fully implemented.

In connection with the 2025 Restructuring Initiative, we recognized $46.9 million of pre-tax employee termination costs and $2.8 million of pre-tax consulting services costs in Fiscal 2025 and we anticipate incurring an additional approximately $40 million of pre-tax consulting services, employee termination, and other costs during Fiscal 2026.

The Fiscal 2025 costs were included in selling, general, and administrative costs within our consolidated results.

For additional information on the 2025 Restructuring Initiative, see Note 2.

maintenance of leading margins, enhancements to our results of operations and operating cash flow, and exploring new avenues for growth.

This includes continued focus on growing our beer portfolio in the U.S. through expanding distribution for key brands, including within the 3-tier eCommerce channel, as well as investing in the next increment of modular capacity additions required to sustain our momentum.

Additionally, we are pursuing the sale of the remaining assets at the canceled Mexicali Brewery after exploring various options; however, we may not be successful in completing any such sale or obtaining other forms of recovery.

We have reshaped our portfolio primarily through an enhanced focus on higher-margin, higher-growth wine and spirits brands.

Our business is organized into two distinct commercial teams, one focused on our fine wine and craft spirits brands and the other focused on our mainstream and premium brands.

While each team has its own distinct strategy, both remain aligned to the goal of accelerating performance by growing organic net sales and expanding margins.

Our business continues to progressively expand into DTC channels (including hospitality), 3-tier eCommerce, and international markets, while remaining a major supplier in U.S. 3-tier brick-and-mortar distribution.

In markets where it is feasible, we entered into a contractual arrangement with Southern Glazer’s Wine and Spirits to consolidate our U.S. distribution in order to obtain dedicated distributor selling resources which focus on our U.S. wine and spirits portfolio to drive organic growth.

This distributor currently represents about 70% of our branded wine and spirits volume in the U.S.

We intend to continue to monitor the inflationary environment and the impact on the consumer when we consider passing along rising costs through further selling price increases, subject to normal competitive conditions.

In addition, we are continuing our commodity and foreign exchange hedging programs while also seeking to identify additional cost savings initiatives.

*Conversion of Canopy common stock ownership and exchange of investment into Exchangeable Shares*

In April 2024, the Canopy Amendment was approved by Canopy’s shareholders.

Additionally,

*Wine Divestiture*

In October 2022, we sold certain of our mainstream and premium wine brands and related inventory.

Accordingly, our consolidated results of operations include the results of operations of such mainstream and premium wine brands through the date of divestiture.

We received cash proceeds of $96.7 million from the Wine Divestiture that were utilized primarily to reduce outstanding borrowings.

We recognized a $15.0 million net gain on the sale of business for Fiscal 2023.

*Austin Cocktails acquisition*

In April 2022, we acquired the remaining 73% ownership interest in Austin Cocktails, which included a portfolio of small batch, RTD cocktails.

*Lingua Franca acquisition*

In March 2022, we acquired the Lingua Franca business, including a collection of Oregon-based luxury wines, a vineyard, and a production facility.

This transaction also included the acquisition of a trademark and inventory.

The results of operations of Lingua Franca are reported in the Wine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.

Investments with a carrying value of $14.9 million were written down to an estimated fair value of $2.6 million, resulting in an impairment of $12.3 million.

Additionally, we evaluated the Canopy Equity Method Investment as of August 31, 2022, and determined that there was an other-than-temporary impairment.

Our conclusion was based on several contributing factors, including: (i) the period of time for which the fair value had been less than the carrying value and the uncertainty surrounding Canopy’s stock price recovering in the near-term, (ii) Canopy recording a significant impairment of goodwill related to its cannabis operations during its first quarter of fiscal 2023, and (iii) the uncertainty of U.S. federal cannabis permissibility.

As a result, the Canopy Equity Method Investment with a carrying value of $1,695.1 million was written down to its estimated fair value of $634.8 million, resulting in an impairment of $1,060.3 million.

In July 2022, we received 29.2 million common shares of Canopy following the exchange of C$100.0 million principal amount of our Canopy Debt Securities.

Additionally, on November 1, 2023, the initial tranche of the November 2018 Canopy Warrants expired in accordance with its terms.

The remaining tranches of the November 2018 Canopy Warrants were conditioned on the exercise, in full, of the expired warrants.

As such, there are no longer any outstanding November 2018 Canopy Warrants.

*•*Our results of operations were primarily impacted by (i) lower impairment and other losses related to our investment in Canopy as compared with Fiscal 2023 and (ii) improvements within the Beer segment driven by 7.4% shipment volume growth and our successful execution of cost savings initiatives, partially offset by a decline in performance within the Wine and Spirits segment.

- Operating income increased 11% largely due to the improvements within (i) the Beer segment as shipment volume outpaced the growth of cost of product sold, driven by the successful execution of cost savings initiatives, (ii) the Wine and Spirits segment driven by lower transportation and warehousing costs, and (iii) the Corporate Operations and Other segment from lower Digital Business Acceleration investments as compared to Fiscal 2023, partially offset by the decline in branded wine and spirits shipment volume.

- Net income attributable to CBI and diluted net income per common share attributable to CBI increased largely due to the items discussed above.

| Net flow through of reserved inventory | | | — | | | | | | 1.2 | | | | | | | | |

| Recovery of (loss on) inventory write-down | | | — | | | | | | 0.2 | | | | | | | | |

| Costs associated with the Reclassification | | | 0.2 | | | | | | (37.8) | | | | | | | | |

| Impairments of assets | | | — | | | | | | (66.5) | | | | | | | | |

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 [removed: 29, 2024,] [added: 28, 2025,] we had exposures to foreign currency risk primarily related to the Mexican peso, Canadian dollar, New Zealand dollar, and euro.

Approximately 100% of our balance sheet exposures and [removed: 76%] [added: 72%] of our forecasted transactional exposures for the year ending February 28, [removed: 2025,] [added: 2026,] were hedged as of February [removed: 29, 2024.][added: 28, 2025.]

As of February [removed: 29, 2024,] [added: 28, 2025,] exposures to commodity price risk which we are currently hedging include aluminum, corn, diesel fuel, and natural gas prices.

Approximately [removed: 79%] [added: 63%] of our forecasted transactional exposures for the year ending February 28, [removed: 2025,] [added: 2026,] were hedged as of February [removed: 29, 2024.][added: 28, 2025.]

| | | | February [added: 28, 2025 | | | | | | February] 29, 2024 | | | | | | February 28, [removed: 2023] [added: 2025] | | | | | | February 29, 2024 | | | | | | February 28, [removed: 2023] [added: 2025] | | | | | | February 29, 2024 | | | [removed: | | | February 28, 2023 | | |]

| Foreign currency contracts | | | $ | [removed: 2,781.5] [added: 3,221.8] | | | | | $ | [removed: 2,801.2] [added: 2,781.5] | | | | | $ | [removed: 305.8] [added: 20.6] | | | | | $ | [removed: 232.3] [added: 305.8] | | | | | $ | [removed: (179.4)] [added: (213.7)] | | | | | $ | [removed: (175.8)] [added: (179.4)] | |

| Commodity derivative contracts | | | $ | [removed: 397.5] [added: 322.1] | | | | | $ | [removed: 416.5] [added: 397.5] | | | | | $ | [removed: (29.8)] [added: (3.2)] | | | | | $ | [removed: (2.0)] [added: (29.8)] | | | | | $ | [removed: 32.1] [added: 28.5] | | | | | $ | [removed: 34.5] [added: 32.1] | |

There were no [removed: outstanding] [added: other] cash flow designated or undesignated interest rate swap contracts or Pre-issuance hedge contracts outstanding as of February [removed: 29, 2024,] [added: 28, 2025,] or February [removed: 28, 2023.][added: 29, 2024.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 54] [added: 53] | | |

| PART II | | | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

| Fixed interest rate debt | | | $ | [removed: 11,717.8] [added: 10,758.7] | | | | | $ | [removed: 10,576.2] [added: 11,717.8] | | | | | $ | [removed: (10,775.8)] [added: (9,990.0)] | | | | | $ | [removed: (9,436.8)] [added: (10,775.8)] | | | | | $ | [removed: (604.8)] [added: (533.7)] | | | | | $ | [removed: (586.3)] [added: (604.8)] | |

A 1% hypothetical change in the prevailing interest rates would have increased interest expense on our variable interest rate debt by [removed: $7.1] [added: $5.3] million and [removed: $11.8] [added: $7.1] million for the years ended February [removed: 29, 2024,] [added: 28, 2025,] and February [removed: 28, 2023,] [added: 29, 2024,] respectively.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 55] [added: 54] | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

As of February 28, 2025, we had $275.0 million of outstanding cash flow designated, Pre-issuance hedge contracts designed to minimize interest rate volatility on our future debt issuances.

| | | | February 28, 2025 | | | | | | February 29, 2024 | | | | | | February 28, 2025 | | | | | | February 29, 2024 | | | | | | February 28, 2025 | | | | | | February 29, 2024 | | |

| Pre-issuance hedge contracts | | | $ | 275.0 | | | | | $ | — | | | | | $ | 2.2 | | | | | $ | — | | | | | $ | 15.7 | | | | | $ | — | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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 [removed: Corona Extra,] Modelo Especial, [added: Corona Extra, Pacifico,] Robert Mondavi Winery, Kim Crawford, [removed: Meiomi,] The Prisoner Wine Company, High West, Casa Noble, and Mi CAMPO.

We are [added: also] the second-largest beer company [added: and have the #1 beer brand, Modelo Especial,] in [added: dollar sales in] the U.S. [removed: and continue] [added: We continued] to strengthen our leadership position [added: in the U.S. beer market] as the #1 share gainer in the high-end beer segment and the overall U.S. beer market.

Within wine and spirits, we have [removed: reshaped our brand portfolio] [added: implemented a multi-year strategy] to [added: reposition this business to] a [added: portfolio of exclusively] higher-end [removed: focused business] [added: brands that we believe will generate higher growth] and [added: higher margins, aligned to our focus on consumer-led premiumization trends, and we] continue to [added: progressively] expand our supply channels through DTC and international markets.

It is worth our dedication, hard work, and calculated risks to anticipate market trends and deliver more for our consumers, [removed: shareholders,] [added: stockholders,] employees, and industry.

Headquartered in [removed: Victor, New York, through May 2024 and in] Rochester, New [removed: York thereafter,] [added: York,] we are a Delaware corporation incorporated in 1972, as the successor to a business founded in 1945.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I 1 | | |

| PART I | | | ITEM 1. BUSINESS | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

We will continue to strive for success by ensuring consumer-led decision making drives all aspects of our business; building a [removed: diverse] [added: 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 [added: our strategy to address] consumer-led premiumization, product, and purchasing trends, which we [removed: believe] [added: anticipate] will continue to drive faster [added: relative] growth rates across beer, wine, and spirits.

We [removed: have launched a] [added: intend for our] multi-year Digital Business Acceleration [removed: initiative, which we believe will] [added: initiative to] enable us to drive results by enhancing our technology capabilities in key areas.

We [removed: continue to focus] [added: 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 continue to focus on [removed: higher-end brands,] [added: delivering growth and] improving [removed: margins,] [added: margins beyond Fiscal 2026 by driving our higher-end brands] and [removed: creating] operating efficiencies.

In addition, we are advancing our aim to become a global, omni-channel competitor in line with consumer [removed: preferences.][added: preferences as we continue our efforts to progressively expand into DTC channels (including hospitality), 3-tier eCommerce, and international markets.]

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

In connection with executing our strategy as outlined above, during Fiscal [removed: 2024] [added: 2025] we completed the following transactions:

| [removed: ] [added: ] | | | [removed: Domaine Curry] [added: Sea Smoke acquisition] | | | | | | June [removed: 2023] [added: 2024] | | | | | | Acquisition of a luxury [removed: Napa Valley] wine [removed: business;] [added: brand and vineyards;] supported our focus on consumer-led premiumization trends and meeting the evolving needs of consumers. | | |

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I 2 | | |

For further information about our significant Fiscal [removed: 2024,] [added: 2025,] Fiscal [removed: 2023,] [added: 2024,] and Fiscal [removed: 2022] [added: 2023] transactions, refer to (i) “Overview” within MD&A and (ii) Note 2.

[removed: 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.

| | | | February [removed: 29, 2024] [added: 28, 2025] | | | | | | | | | | | | February [removed: 28, 2023] [added: 29, 2024] | | | | | | | | | | | | | | | | | | | | |

| Beer | | | $ | [removed: 8,162.6] [added: 8,539.8] | | | | | | | | | | | $ | [removed: 7,465.0] [added: 8,162.6] | | | | | | | | | | | | | | | | | | | |

| Wine | | | [removed: 1,552.1] [added: 1,450.1] | | | | | | | | | | | | [removed: 1,722.7] [added: 1,552.1] | | | | | | | | | | | | | | | | | | | | |

| Spirits | | | [removed: 247.1] [added: 218.8] | | | | | | | | | | | | [removed: 264.9] [added: 247.1] | | | | | | | | | | | | | | | | | | | | |

| Total Wine and Spirits | | | [removed: 1,799.2] [added: 1,668.9] | | | | | | | | | | | | [removed: 1,987.6] [added: 1,799.2] | | | | | | | | | | | | | | | | | | | | |

| Consolidated Net Sales | | | $ | [removed: 9,961.8] [added: 10,208.7] | | | | | | | | | | | $ | [removed: 9,452.6] [added: 9,961.8] | | | | | | | | | | | | | | | | | | | |

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

We have the exclusive right to import, market, and sell our Mexican beer brands in all 50 states of the U.S., [removed: of] which include the following:

| [removed: Corona] [added: Modelo] Brand Family | | | | | | | | | [removed: Modelo] [added: Corona] Brand Family | | | | | | [removed: Victoria] [added: | | | Pacifico] Brand [removed: Family] | | | | | | [removed: Other Import] [added: Victoria] Brand [added: Family] | | |

| [removed: Corona Extra] [added: Modelo Especial] | | | [removed: Corona Non-Alcoholic] [added: Modelo Oro] | | | | | | [removed: Modelo Especial] [added: Corona Extra] | | | [added: Corona Non-Alcoholic] | | | [removed: Victoria] | | | [added: Pacifico] | | | [removed: Pacifico] | | | [added: Victoria | | |]

| [removed: Corona Familiar] [added: Modelo Chelada] | | | [removed: Corona Premier] [added: Modelo Spiked Aguas Frescas] | | | | | | [removed: Modelo Chelada] [added: Corona Familiar] | | | [added: Corona Premier] | | | [removed: Vicky Chamoy] | | | | | | | | | [added: Vicky Chamoy | | |]

| [removed: Corona Light] [added: Modelo Negra] | | | | | | | | | [removed: Modelo Oro] [added: Corona Light] | | | [added: Corona Sunbrew] | | | | | | | | | | | | [added: | | |]

Notable achievements in the U.S. include the following: (i) we [removed: have 7] [added: had 5] of the top 15 share gaining brands across the total beer category, (ii) Modelo Especial [removed: is] [added: was] the best-selling beer overall, (iii) Corona Extra [removed: is] [added: was] the second largest imported beer and fifth best-selling beer overall, and (iv) Pacifico and [removed: Corona Familiar are tied for] [added: Victoria were] the [added: top two] fastest growing major imported beer [removed: brand.][added: brands.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I 3 | | |

During Fiscal [removed: 2024,] [added: 2025,] we spent [removed: over $900] [added: nearly $940] million on (i) [removed: the completion of] planned expansions and execution of optimization [removed: initiatives, increasing total capacity in Mexico from approximately 42 million hectoliters to approximately 48 million hectoliters,] [added: initiatives] and (ii) ongoing construction of the Veracruz Brewery.

We expect to spend approximately [removed: $3] [added: $2] billion over Fiscal [removed: 2025] [added: 2026] through Fiscal 2028 [added: largely] on such activities.

We believe these investments allow us the opportunity to further expand our leadership position in the high-end segment of the [removed: U.S. beer market.]

For example, our Modelo Chelada brands have become an important [removed: growth] contributor to our portfolio as the leading chelada in the U.S. beer market.

In Fiscal [removed: 2024,] [added: 2025,] we continued to build on our successful innovation platform with the launch of new products aligned with [added: our focus on] consumer-led premiumization, betterment, and flavor trends, including: (i) [added: two additional pack sizes of] Modelo Oro, a light and lower-calorie Mexican beer, [added: to build on its launch in Fiscal 2024,] (ii) Modelo Chelada [removed: Sandía] [added: Fresa] Picante, a [removed: watermelon] [added: strawberry] and chile pepper michelada-style beer, (iii) Modelo Chelada [removed: Variety Pack, a 12 ounce, 12-pack format offering of certain of] [added: Negra con Chile,] our [added: first Modelo Negra] chelada [removed: flavors,] [added: flavor launched in select markets,] and (iv) Corona [removed: Non-Alcoholic.][added: Sunbrew, a beer brewed with real citrus peels and a splash of real citrus juice, also launched in select markets.]

In Fiscal 2025, we focused on end-to-end digital supply chain planning, logistics, procurement, and revenue growth management.

In Fiscal 2026, we plan to expand this initiative to include consumer insights and analytics.

In Fiscal 2026, we intend to increase distribution for key brands, optimize growth through differentiated brand positioning, price pack architecture, and market prioritization, as well as continue to invest in the next phase of modular capacity additions necessary to support our ongoing growth.

We have reshaped our portfolio through a series of strategic acquisitions and divestitures to drive our enhanced (and following the anticipated completion of the 2025 Wine Divestitures Transaction, exclusive) focus on higher-end wine and spirits brands that we believe will generate higher growth and higher margins, aligned with our strategy to address consumer-led premiumization trends and meet the evolving needs of our consumers.

We remain a key supplier in U.S. 3-tier brick-and-mortar distribution.

| | | | | | | | | | Date | | | | | | Description | | |

|  | | | Mexicali Brewery | | | | | | July 2024 | | | | | | Sale of the remaining assets at the canceled brewery construction project located in Mexicali, Baja California, Mexico. | | |

|  | | | SVEDKA Divestiture | | | | | | January 2025 | | | | | | Divestiture of the SVEDKA brand and related assets, primarily including inventory and equipment; supported our focus on consumer-led premiumization trends and meeting the evolving needs of consumers. | | |

|  | | | Nelson’s Green Brier investment | | | | | | October 2024 | | | | | | Purchase of the remaining 25% noncontrolling interest of Tennessee-based craft bourbon and whiskey products; supported our focus on consumer-led premiumization trends and meeting the evolving needs of consumers. | | |

| *Corporate Operations and Other segment* | | | | | | | | | | | | | | | | | |

|  | | | Canopy Exchangeable Shares | | | | | | April 2024 | | | | | | We elected to convert our Canopy common shares into and exchange, in part, our 2023 Canopy Promissory Note for Exchangeable Shares. | | |

The business segments reflect how our operations are managed, how resources are

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

U.S. beer market.

In Fiscal 2026, we launched Corona Sunbrew nationwide.

| Kim Crawford | | | Ruffino | | | | | | My Favorite Neighbor | | | | | | Austin Cocktails | | | Mi CAMPO | | |

| Mount Veeder | | | Sea Smoke | | | | | | Schrader Cellars | | | | | | Casa Noble | | | Nelson’s Green Brier | | |

(1)Excludes brands that are part of the 2025 Wine Divestitures Transaction, including Meiomi and SIMI, which each ranked in the 100 top-selling higher-end wine brands in the U.S.

As a result, we have been actively working to address these continued headwinds.

The U.S. wholesale decline was partially offset by muted net sales growth in our international markets and DTC channel, which represented 16% of total Wine and Spirits net sales in Fiscal 2025.

In April 2025, we entered into a definitive agreement to fully divest and, in certain instances, exclusively license the trademarks of a portion of our wine and spirits business, primarily centered around our remaining mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities.

For further information about this transaction, refer to “Recent Development” in MD&A and Note 2.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

Following the anticipated completion of the 2025 Wine Divestitures Transaction, we expect to operate nine U.S. wineries.

We currently operate four distilleries in the U.S. for the production of our spirits.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

Following the anticipated completion of the 2025 Wine Divestitures Transaction, we expect to own or lease approximately 11,400 acres of land and vineyards.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

distribution methods and relationships, pricing and price changes, sales promotions, advertising, and public relations.

Environmental sustainability and CSR

We focus on: (i) serving as good stewards of our environment, (ii) investing in our communities, and (iii) promoting responsible beverage alcohol consumption.

The number of employees will change throughout the year, such as when we employ additional workers during the grape crushing seasons, and due to anticipated reductions in connection with the 2025 Wine Divestitures Transaction and the 2025 Restructuring Initiative within Fiscal 2026.

*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 important to developing a high-performing team, winning with an evolving consumer base, and achieving our strategic ambitions.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

In Fiscal 2024, Modelo Especial became the #1 beer brand in the U.S. beer market in dollar sales.

Our core values guide our pursuits:

People

True strength is achieved when everyone has a voice.

That is why we build our culture on a foundation that encourages inclusion and diversity in background and thought and aspire to foster an environment where everyone feels empowered to bring their true selves and different points of view to the workplace to drive us forward

Customers

We work relentlessly to anticipate what consumers want today, tomorrow, and well into the future

Entrepreneurship

As an industry leader, we act with a bold, calculated approach to realize our vision and unlock new growth opportunities

Quality

Our promise is to pursue quality in our processes and products by continuously seeking to enhance what we do and how we do it

Integrity

It is about more than achieving goals.

How we achieve them is also important.

We aspire to act with high moral and ethical standards and always do the right thing, even when it is the hard thing

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

We also believe a key component to driving faster growth rates is to invest and strengthen our position within the DTC and 3-tier eCommerce channels.

In Fiscal 2024, we continued to focus on procurement, end-to-end supply chain planning, as well as introducing a new focus area, logistics.

This includes continued focus on growing our beer portfolio in the U.S. through expanding distribution for key brands, including within the 3-tier eCommerce channel, as well as investing in the next increment of modular capacity additions required to sustain our momentum.

We have reshaped our portfolio primarily through an enhanced focus on higher-margin, higher-growth wine and spirits brands.

Our business is organized into two distinct commercial teams, one focused on our fine wine and craft spirits brands and the other focused on our mainstream and premium brands.

While each team has its own distinct strategy, both remain aligned to the goal of accelerating performance by growing organic net sales and expanding margins.

Our business continues to progressively expand into DTC channels (including hospitality), 3-tier eCommerce, and international markets, while remaining a major supplier in U.S. 3-tier brick-and-mortar distribution.

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | Date | | | | | | Strategic Contribution | | |

|  | | | Craft Beer Divestitures | | | | | | June 2023 | | | | | | Divestitures of the Four Corners and Funky Buddha craft beer businesses; supported our focus on continuing to grow our high-end imported beer brands. | | |

|  | | | Daleville Facility | | | | | | May 2023 | | | | | | Sale of the Daleville Facility in connection with our decision to exit the craft beer business; supported our focus on continuing to grow our high-end imported beer brands. | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Corona Hard Seltzer | | | Corona Refresca | | | | | | Modelo Negra | | | | | | | | | | | | | | |

Additionally, we announced the following products will be launched across select markets in Fiscal 2025: (i) Modelo Spiked Aguas Frescas, a blend of real fruit juice with a light spike inspired by the classic aguas frescas from Mexico, (ii) Corona Sunbrew, a beer brewed with real citrus peels and a splash of real citrus juice, and (iii) two new Modelo Chelada flavors, Fresa Picante and Negra con Chile.

| Cook’s California Champagne | | | Mount Veeder | | | | | | My Favorite Neighbor | | | | | | Casa Noble | | | Mi CAMPO | | |

| Kim Crawford | | | Ruffino | | | | | | Robert Mondavi Winery | | | | | | Copper & Kings | | | Nelson’s Green Brier | | |

| Meiomi | | | SIMI | | | | | | Schrader | | | | | | High West | | | SVEDKA | | |

We believe this deceleration is temporary.

Despite this dynamic, our fine wine and craft spirits portfolio delivered

muted gains and we achieved growth in DTC channels.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 32] [added: 30] | | |

| PART II | | | OTHER KEY INFORMATION | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

For the fiscal year ended February [removed: 29, 2024][added: 28, 2025]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing sales [removed: prices] [added: price] of the registrant’s Class A Common Stock [removed: and Class B 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 [removed: $42.0] [added: $38.5] billion.

| The number of shares outstanding with respect to each of the classes of common stock of Constellation Brands, Inc., as of April 16, [removed: 2024,] [added: 2025,] is set forth below: | | | | | |

| Class [removed: A] [added: 1] Common Stock, par value $.01 per share | | | [removed: 182,952,680] [added: 27,167] | | |

| Class [removed: 1] [added: A] Common Stock, par value $.01 per share | | | [removed: 23,661] [added: 177,993,028] | | |

Portions of the Proxy Statement of Constellation Brands, Inc. to be issued for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference in Part III to the extent described therein.

| FORWARD-LOOKING STATEMENTS | | | | | | [removed: [i](#i91d8a4235c724235a9b7e744237b8e6f_10)] [added: [i](#i9c8c31c46c2248d094a041aab3d4d9ad_10)] | | |

| DEFINED TERMS | | | | | | [removed: [iii](#i91d8a4235c724235a9b7e744237b8e6f_13)] [added: [iii](#i9c8c31c46c2248d094a041aab3d4d9ad_13)] | | |

| Item 1. | | | Business | | | [removed: [1](#i91d8a4235c724235a9b7e744237b8e6f_19)] [added: [1](#i9c8c31c46c2248d094a041aab3d4d9ad_22)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [17](#i91d8a4235c724235a9b7e744237b8e6f_22)] [added: [13](#i9c8c31c46c2248d094a041aab3d4d9ad_28)] | | |

50 East Broad Street, Rochester, New York 14614

207 High Point Drive, Building 100, Victor, New York 14564

| Item 1C. | | | Cybersecurity | | | [removed: [30](#i91d8a4235c724235a9b7e744237b8e6f_28)] [added: [28](#i9c8c31c46c2248d094a041aab3d4d9ad_34)] | | |

| Item 2. | | | Properties | | | [removed: [32](#i91d8a4235c724235a9b7e744237b8e6f_31)] [added: [30](#i9c8c31c46c2248d094a041aab3d4d9ad_37)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [32](#i91d8a4235c724235a9b7e744237b8e6f_34)] [added: [30](#i9c8c31c46c2248d094a041aab3d4d9ad_43)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | [removed: [33](#i91d8a4235c724235a9b7e744237b8e6f_43)] [added: [31](#i9c8c31c46c2248d094a041aab3d4d9ad_52)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [34](#i91d8a4235c724235a9b7e744237b8e6f_49)] [added: [32](#i9c8c31c46c2248d094a041aab3d4d9ad_58)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [54](#i91d8a4235c724235a9b7e744237b8e6f_67)] [added: [53](#i9c8c31c46c2248d094a041aab3d4d9ad_76)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [56](#i91d8a4235c724235a9b7e744237b8e6f_70)] [added: [55](#i9c8c31c46c2248d094a041aab3d4d9ad_79)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [111](#i91d8a4235c724235a9b7e744237b8e6f_196)] [added: [106](#i9c8c31c46c2248d094a041aab3d4d9ad_217)] | | |

| Item 9B. | | | Other Information | | | [removed: [111](#i91d8a4235c724235a9b7e744237b8e6f_199)] [added: [106](#i9c8c31c46c2248d094a041aab3d4d9ad_220)] | | |

| Item 10. | | | Directors, Executive Officers, and Corporate Governance | | | [removed: [112](#i91d8a4235c724235a9b7e744237b8e6f_205)] [added: [107](#i9c8c31c46c2248d094a041aab3d4d9ad_226)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [112](#i91d8a4235c724235a9b7e744237b8e6f_208)] [added: [107](#i9c8c31c46c2248d094a041aab3d4d9ad_229)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [112](#i91d8a4235c724235a9b7e744237b8e6f_211)] [added: [107](#i9c8c31c46c2248d094a041aab3d4d9ad_232)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [113](#i91d8a4235c724235a9b7e744237b8e6f_214)] [added: [108](#i9c8c31c46c2248d094a041aab3d4d9ad_235)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [113](#i91d8a4235c724235a9b7e744237b8e6f_217)] [added: [108](#i9c8c31c46c2248d094a041aab3d4d9ad_238)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [114](#i91d8a4235c724235a9b7e744237b8e6f_223)] [added: [109](#i9c8c31c46c2248d094a041aab3d4d9ad_244)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [114](#i91d8a4235c724235a9b7e744237b8e6f_226)] [added: [109](#i9c8c31c46c2248d094a041aab3d4d9ad_247)] | | |

*Market positions and industry data discussed in this Form 10-K are as of calendar [removed: 2023] [added: 2024] and have been obtained or derived from industry and government publications and our estimates.

*◦our [removed: mission, core values, business strategy, strategic vision, growth plans, innovation] [added: long-term financial model, target comparable net leverage] and [removed: Digital Business Acceleration initiatives, NPDs,] [added: target dividend payout ratios,] future operations, financial [added: condition and] position, net sales, [removed: expenses,] [added: expenses including potential future impairment losses,] hedging programs, cost [removed: savings] [added: savings, restructuring, and efficiency] initiatives, capital expenditures, effective tax rates and anticipated tax liabilities, expected volume, inventory, supply and demand levels, balance, and trends, [removed: long-term financial model,] access to capital markets, liquidity and capital resources, [added: including our ability to consistently generate robust cash flow] and [added: raise or repay debt, and] prospects, plans, and objectives of management;*

*◦the potential impact of [removed: climate-related] severe weather [removed: events;*][added: events or other weather conditions;*]

[removed: *•The] [added: *◦the] statements regarding the impacts of recent accounting [removed: pronouncements;*][added: pronouncements.*]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I i | | |

[removed: *compete,] [added: *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:*

*•economic and other uncertainties associated with our international [removed: operations;*][added: operations, including new or increased tariffs;*]

*•communicable [added: infection or] disease outbreaks, pandemics, or other widespread public health crises [removed: and associated governmental containment actions;*][added: impacting our consumers, employees, distributors, retailers, and/or suppliers;*]

[removed: *•a potential decline] [added: *•potential declines] in the consumption of products we sell and our dependence on sales of our Mexican beer brands;*

*•impacts of our acquisition, divestiture, investment, and NPD strategies and [removed: activities;*][added: activities, including the 2025 Wine Divestitures Transaction and our ability to complete the transaction on the expected terms, conditions, and timetable;*]

*•potential [removed: write-downs] [added: impairments] of our intangible assets, such as goodwill and trademarks;*

*•changes to tax laws, fluctuations in our effective tax rate, accounting for tax positions, the resolution of tax disputes, changes to accounting standards, elections, assertions, or policies, and the [added: potential] impact of a global minimum tax rate;*

*•ownership of our Class A Stock by the Sands Family Stockholders and their Board of Director nomination [removed: rights as well as the choice-of-forum provision in our Amended and Restated By-laws.*][added: rights; and*]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I ii | | |

| 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 [added: and fully utilized during Fiscal 2025] | | |

| 2022 Credit Agreement | | | | | | tenth amended and restated credit agreement, dated as of April 14, 2022, provides for an aggregate revolving credit facility of $2.25 [removed: billion] [added: billion, inclusive of October 2022 Credit Agreement Amendment] | | |

| 2023 Authorization | | | | | | authorization to repurchase up to $2.0 billion of our publicly traded common stock, approved by our Board of Directors in November [removed: 2023] [added: 2023, replaced by the 2025 Authorization] | | |

| 2023 Canopy Promissory Note | | | | | | C$100.0 million principal amount of 4.25% promissory note issued to us by Canopy in April 2023, [removed: exchanged] [added: exchanged, in part,] for Exchangeable Shares in April 2024 | | |

| Administrative Agent | | | | | | Bank of America, N.A., as administrative agent for the senior credit facility [removed: and term loan credit agreements] | | |

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I iii | | |

| [removed: CDIO] [added: CIO] | | | | | | Chief [removed: Data and] Information Officer | | |

| current Mexican breweries | | | | | | the Nava Brewery and the [removed: Obregon] [added: Obregón] Brewery, collectively | | |

| Daleville Facility | | | | | | production facility located in Roanoke, Virginia, sold [added: in] May 2023 | | |

| Exchangeable Shares | | | | | | [removed: new] 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 | | |

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I iv | | |

| Fiscal [removed: 2021] [added: 2025] | | | | | | the Company’s fiscal year ended February 28, [removed: 2021] [added: 2025] | | |

| Fiscal [removed: 2022] [added: 2030] | | | | | | the Company’s fiscal year [removed: ended] [added: ending] February 28, [removed: 2022] [added: 2030] | | |

| Form 10-K | | | | | | this Annual Report on Form 10-K for Fiscal [removed: 2024] [added: 2025] unless otherwise specified | | |

| [removed: January 2024] [added: 4.75% November 2014] Senior Notes | | | | | | $400.0 million [removed: aggregate] principal amount of [added: 4.75%] senior notes issued in [removed: January 2024] [added: November 2014, now repaid in full] | | |

| [added: 3.60%] May [removed: 2023] [added: 2022] Senior Notes | | | | | | [removed: $750.0] [added: $550.0] million [removed: aggregate] principal amount of [added: 3.60%] senior notes issued in May [removed: 2023] [added: 2022, now repaid in full] | | |

| Mexicali Brewery | | | | | | canceled brewery construction project located in Mexicali, Baja California, [removed: Mexico] [added: Mexico; sold the remaining assets classified as held for sale in July 2024] | | |

| Mexico Beer Projects | | | | | | expansion, optimization, and/or construction activities at the [removed: Obregon] [added: Obregón] Brewery, Nava Brewery, and Veracruz Brewery | | |

| Nava Brewery | | | | | | [added: our] brewery located in Nava | | |

| INDEX TO EXHIBITS | | | | | | [110](#i9c8c31c46c2248d094a041aab3d4d9ad_250) | | |

| SIGNATURES | | | | | | [115](#i9c8c31c46c2248d094a041aab3d4d9ad_253) | | |

*◦upholding our leadership position in the U.S. beer market and repositioning our wine and spirits business, including through the 2025 Wine Divestitures Transaction, to a portfolio of exclusively higher-end brands that we believe will generate higher growth and higher margins, as well as expanding our supply channels;*

*◦our mission, core values, business strategy, including our strategic vision, growth plans, and Digital Business Acceleration initiatives;*

*◦our innovation, marketing, sales, and distribution plans, activities, and strategies, access to and availability of production materials, impacts of government regulations, environmental sustainability, CSR, and human capital strategies, aspirations, and targets;*

*◦our enterprise-wide cybersecurity program, including our ability to prevent, identify, respond to, or mitigate the impacts of cyber threats or incidents;*

*◦the condition, working order, and planned divestiture of certain of our facilities;*

*◦the evolving consumer demand environment and trends, non-structural socioeconomic factors, including subdued spend, value-seeking behaviors, and reductions in the 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, and geopolitical events,* a*s well as retailer destocking impacting our wine and spirits business, and our responses thereto;*

*◦recent and potential future changes to trade and tariff policies, particularly on imports from Mexico, the European Union including Italy, and New Zealand into the U.S. and retaliatory tariffs imposed on certain product imports originating from the U.S.;*

In addition to the risks and*

*•water, agricultural and other raw material, and packaging material supply, production, and/or transportation difficulties, disruptions, and impacts, including limited groups of certain suppliers;*

*•severe weather, natural and man-made disasters, climate change, environmental sustainability and CSR-related regulatory compliance and failure to meet environmental sustainability and CSR targets, commitments, and aspirations;*

*•the success of our cost savings, restructuring, and efficiency initiatives;*

*•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, including product labeling, or other matters;*

*•uncertainties related to future cash dividends and share repurchases, which may affect the price of our common stock;*

*•the choice-of-forum provision in our Amended and Restated By-laws regarding certain stockholder litigation.*

| 10b5-1 Trading Plan | | | | | | a pre-arranged trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act | | |

| 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 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 expected to be completed within Fiscal 2026 and net annualized cost savings expected to be fully realized by Fiscal 2028 | | |

| 2025 Wine Divestitures Transaction | | | | | | in April 2025, we entered into a definitive agreement to fully divest and, in certain instances, exclusively license the trademarks of a portion of our wine and spirits business, primarily centered around our remaining mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities | | |

| 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 | | |

| 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 | | |

| Non-GAAP | | | | | | financial measures not calculated in accordance with U.S. GAAP, for example, comparable operating income (loss) | | |

| 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 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| SVEDKA Divestiture | | | | | | sale of the SVEDKA brand and related assets, primarily including inventory and equipment on January 6, 2025 | | |

| | | | | | | | | |

| INDEX TO EXHIBITS | | | | | | [115](#i91d8a4235c724235a9b7e744237b8e6f_229) | | |

| SIGNATURES | | | | | | [120](#i91d8a4235c724235a9b7e744237b8e6f_232) | | |

*◦the potential sale of the remaining assets at the Mexicali Brewery;*

*◦the anticipated availability of water, agricultural and other raw materials, and packaging materials;*

*◦our ESG strategy, sustainability initiatives, environmental stewardship targets, and human capital and DEI objectives and ambitions;*

*◦anticipated inflationary pressures, changing prices, and reductions in consumer discretionary income as well as other unfavorable global and regional economic conditions, and geopolitical events, and our responses thereto;*

*◦the potential impact to supply, production levels, and costs due to global supply chain disruptions and constraints, and shifting consumer behaviors;*

*◦unfavorable trends in the wine market and for certain of our wine and spirits brands, the expected timeframes for improvement of such trends, and our associated actions to improve marketing execution and sales performance;*

*◦the availability of a supply chain finance program;*

*◦our target net leverage ratio.*

*•The statements regarding our future accounting treatment for our investment in Canopy, including the expected gain related to the conversion of our Canopy common shares into Exchangeable Shares and exchange of the 2023 Canopy Promissory Note for Exchangeable Shares; and*

In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and markets in which we*

*•water, agricultural and other raw material, and packaging material supply, production, and/or shipment difficulties which could adversely affect our ability to supply our customers;*

*•the ability to respond to anticipated inflationary pressures, including reductions in consumer discretionary income and our ability to pass along rising costs through increased selling prices;*

*•the actual impact to supply, production levels, and costs from global supply chain disruptions and constraints, transportation challenges (including from labor strikes or other labor activities), shifting consumer behaviors, wildfires, and severe weather events;*

*•results of the potential sale of the remaining assets at the Mexicali Brewery or obtaining other forms of recovery;*

*•the impact of the military conflicts, geopolitical tensions, and responses, including on inflation, supply chains, commodities, energy, and cybersecurity;*

*•climate change, ESG regulatory compliance and failure to meet emissions, stewardship, and other ESG targets, objectives, or ambitions;*

*•class action or other litigation we may face;*

*•the amount, timing, and source of funds for any share repurchases;*

*•the amount and timing of future dividends; and*

| 3.20% February 2018 Senior Notes | | | | | | $600.0 million principal amount of 3.20% senior notes issued in February 2018, partially tendered in May 2022, and fully redeemed in June 2022, prior to maturity | | |

| 4.25% May 2013 Senior Notes | | | | | | $1,050.0 million principal amount of 4.25% senior notes issued in May 2013, partially tendered in May 2022, and fully redeemed in June 2022, prior to maturity | | |

| Austin Cocktails | | | | | | we made an initial investment in the Austin Cocktails business and subsequently acquired the remaining ownership interest | | |

| BioSteel | | | | | | BioSteel Sports Nutrition Inc., formerly a subsidiary of Canopy | | |

| BRG(s) | | | | | | business resource group(s) | | |

| Canopy Amendment | | | | | | an amendment to Canopy’s share capital which created Exchangeable Shares and provided for the conversion of Canopy common shares into Exchangeable Shares on a one-for-one basis at any time and at the option of the holder of such shares | | |

| Canopy Transaction | | | | | | corporate transaction by Canopy, including the creation of Exchangeable Shares, designed to accelerate its entry into the U.S. cannabis market | | |

| Comparable Adjustments | | | | | | certain items affecting comparability that have been excluded by management | | |

| Consent Agreement | | | | | | an agreement between Canopy and (i) Greenstar Canada Investment Limited Partnership and (ii) CBG Holdings LLC, our indirect, wholly-owned subsidiaries | | |

| Crown | | | | | | Crown Imports LLC, a wholly-owned subsidiary of ours | | |

| DEI | | | | | | diversity, equity, and inclusion | | |

| Domaine Curry | | | | | | Domaine Curry wine business, acquired by us | | |

| February 2023 Senior Notes | | | | | | $500.0 million aggregate principal amount of senior notes issued in February 2023 | | |

| Fiscal 2025 | | | | | | the Company’s fiscal year ending February 28, 2025 | | |

| June 2021 Term Credit Agreement | | | | | | amended and restated term loan credit agreement, dated as of March 26, 2020, inclusive of amendment dated as of June 10, 2021 | | |

| Lingua Franca | | | | | | Lingua Franca wine business, acquired by us | | |

| My Favorite Neighbor | | | | | | we made an initial investment in the My Favorite Neighbor wine business and subsequently acquired the remaining ownership interest | | |

| November 2018 Canopy Warrants | | | | | | warrants acquired in November 2018 which gave us the option to purchase common shares of Canopy, now expired | | |

| Registration Statement on Form S-4 | | | | | | our Registration Statement on Form S-4, including our proxy statement/prospectus, in connection with the Reclassification declared effective by the SEC on September 21, 2022 | | |

Our cybersecurity program prioritizes, among other things, prevention of unauthorized access; protection of [added: confidential, personal, or] sensitive information; [added: cyber threat] detection, assessment, and [removed: response to cyber threats;] [added: response;] and continuous improvement of our cybersecurity measures.

This program is [removed: a component of] [added: integrated into] our ERM [removed: function.][added: processes.]

It has defined risk management processes related specifically to cybersecurity, which include targeted cyber risk [removed: reviews and] [added: reviews,] annual cyber risk assessments over our IT and [removed: operations.][added: operations, and integration with our information security function.]

At least annually, our information security and internal audit teams conduct [removed: comprehensive] [added: 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.

We conduct [removed: tabletop exercises] [added: a range of activities] to [added: assess our cybersecurity preparedness and processes and to] prepare for potential cyber [removed: incidents] [added: incidents, including tabletop exercises, simulations,] and [removed: assess our cybersecurity preparedness] [added: practical application drills with internal teams] and [removed: processes.][added: external entities.]

We also require annual cybersecurity training by our employees, conduct regular exercises to help our employees recognize phishing [removed: emails] [added: 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.

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 [removed: protocols.]

Under the CMP, our Crisis Management Committee will assume overall responsibility in an effort to [added: ensure that the appropriate functions and work streams are mobilized and coordinated to effectively manage any significant cyber events.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 30] [added: 28] | | |

| PART I | | | OTHER KEY INFORMATION | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

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 [removed: impact] [added: impacts] of all cyber threats or incidents.

In connection with that oversight responsibility, our [removed: CDIO] [added: 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 CISO has more than 25 years of technology experience across various disciplines, including [removed: nearly] 15 years of experience as a CISO in the financial, manufacturing, and CPG industries.

He has led our global information security organization for [removed: almost four] [added: more than five] years.

Our CISO reports to our [removed: CDIO,] [added: CIO,] who meets regularly with other members of our executive team and provides relevant updates on our cybersecurity program.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 31] [added: 29] | | |

protocols.

The Audit Committee has also periodically participated in certain of our cyber tabletop exercises.

| PART I | | | OTHER KEY INFORMATION | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

ensure that the appropriate functions and work streams are mobilized and coordinated to effectively manage any significant cyber events.

We operate breweries, wineries, distilleries, and bottling plants, many of which include warehousing and distribution facilities on the premises, [added: as well as standalone warehouses] and through a joint venture, we operate a glass production plant.

Our corporate headquarters are located in [added: a] leased [removed: offices] [added: office] in [removed: Victor,] [added: Rochester,] New York.

Within the Beer segment, we [added: 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 [added: believe we] have adequate capacity to meet our needs for the foreseeable future.

As of February [removed: 29, 2024,] [added: 28, 2025,] our principal physical properties by segment, all of which are [removed: owned,] [added: owned unless otherwise noted,] consist of:

| [removed: ] [added: ] | | | Beer | | | | | | [removed: ] [added: ] | | | Wine and Spirits | | |

| Breweries •Nava Brewery in Nava [removed: •Obregon] [added: •Obregón] Brewery in [removed: Obregon Production facility] [added: Obregón Warehouse, distribution, and other production facilities] •Glass Plant in Nava [added: •Warehouse in Arlington, Texas (1) •Warehouse in Hutchins, Texas (1) •Warehouse in Jacksonville, Florida (1) •Warehouse in Jurupa Valley, California (1)] | | | | | | | | | Wineries •Gonzales Winery in Gonzales, California [added: (2) •Kim Crawford Winery in Marlborough, New Zealand] •Mission Bell Winery in Madera, California •Woodbridge Winery in Acampo, California [removed: •Kim Crawford Winery in Marlborough, New Zealand] [added: (2)] Warehouse, distribution, and other production facilities •Lodi Distribution Center in Lodi, California •Pontassieve Winery in Florence, Italy | | | | | |

Within our Wine and Spirits segment, as of February [removed: 29, 2024,] [added: 28, 2025,] we owned, leased, or had interests in approximately [removed: 10,100] [added: 9,900] acres of vineyards in the U.S., [removed: 6,700] [added: 6,600] acres of vineyards in New Zealand, and [removed: 1,400] [added: 1,500] acres of vineyards in Italy.

(1)This is a leased facility.

(2)In April 2025, we entered into the 2025 Wine Divestitures Transaction which includes two of our principal physical properties for the Wine and Spirits segment: the Gonzales Winery and the Woodbridge Winery as well as approximately 6,600 acres of vineyards in the U.S. For further information about this transaction, refer to “Recent Development” in MD&A and Note 2.

We plan to relocate our corporate headquarters to a leased office in Rochester, New York in June 2024.

At April 16, [removed: 2024,] [added: 2025,] the number of holders of record of our Class A Stock and Class 1 Stock were [removed: 483] [added: 459] and [removed: 17,] [added: 19,] respectively.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 33] [added: 31] | | |

| PART II | | | ITEM 7. MD&A | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

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, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,945.6 | |

| January 1 – 31, 2025 | | | | | | 1,499,241 | | | | | | $ | 183.26 | | | | | 1,499,241 | | | | | | $ | 1,670.8 | |

| February 1 – 28, 2025 | | | | | | 1,060,314 | | | | | | $ | 170.70 | | | | | 1,060,314 | | | | | | $ | 1,489.9 | |

| Total | | | | | | 2,559,555 | | | | | | $ | 178.06 | | | | | 2,559,555 | | | | | | | | |

(1)In November 2023, we announced that our Board of Directors authorized the repurchase of up to $2.0 billion of our publicly traded common stock under the 2023 Authorization.

The Board of Directors did not specify a date upon which the 2023 Authorization would expire.

Share repurchases for the periods included herein pursuant to the 2023 Authorization were effected through open market transactions and exclude the impact of Federal excise tax owed pursuant to the IRA.

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 replaced the 2023 Authorization in its entirety and no further repurchases will be made pursuant to the 2023 Authorization.

The 2025 Authorization expires on February 29, 2028.

Subsequent to February 28, 2025, we repurchased 494,094 shares of Class A Stock pursuant to the 2025 Authorization at an average cost of $185.53 per share through open market transactions.

[removed: FEBRUARY] [added: | | | | February 28, 2025 | | | | | | February] 29, [removed: 2024][added: 2024 | | |]

| Management’s Annual Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [57](#i91d8a4235c724235a9b7e744237b8e6f_73)] [added: [56](#i9c8c31c46c2248d094a041aab3d4d9ad_82)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID 185) | | | | | | | | | [removed: [58](#i91d8a4235c724235a9b7e744237b8e6f_76)] [added: [57](#i9c8c31c46c2248d094a041aab3d4d9ad_85)] | | |

| Consolidated Balance Sheets | | | | | | | | | [removed: [62](#i91d8a4235c724235a9b7e744237b8e6f_82)] [added: [61](#i9c8c31c46c2248d094a041aab3d4d9ad_91)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | | | | | | | [removed: [63](#i91d8a4235c724235a9b7e744237b8e6f_85)] [added: [62](#i9c8c31c46c2248d094a041aab3d4d9ad_94)] | | |

| Consolidated Statements of Changes in Stockholders’ Equity | | | | | | | | | [removed: [64](#i91d8a4235c724235a9b7e744237b8e6f_88)] [added: [63](#i9c8c31c46c2248d094a041aab3d4d9ad_97)] | | |

| Consolidated Statements of Cash Flows | | | | | | | | | [removed: [65](#i91d8a4235c724235a9b7e744237b8e6f_91)] [added: [64](#i9c8c31c46c2248d094a041aab3d4d9ad_100)] | | |

| | | | 1. | | | Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies | | | [removed: [67](#i91d8a4235c724235a9b7e744237b8e6f_97)] [added: [66](#i9c8c31c46c2248d094a041aab3d4d9ad_106)] | | |

[removed: | | | | 2. | | | Acquisitions and Divestitures | | | [72](#i91d8a4235c724235a9b7e744237b8e6f_100) | | |][added: ACQUISITIONS, DIVESTITURES, AND RESTRUCTURING]

| [added: Prepaid expenses and other] | | | [removed: 4.] [added: 0.5] | | | [removed: Prepaid Expenses and Other] | | | [removed: [74](#i91d8a4235c724235a9b7e744237b8e6f_106)] | | | [added: | | | | | |]

| [added: Property, plant, and equipment] | | | [removed: 5.] [added: 474.4] | | | [removed: Property, Plant, and Equipment] | | | [removed: [75](#i91d8a4235c724235a9b7e744237b8e6f_109)] | | | [added: | | | | | |]

| | | | 7. | | | Fair Value of Financial Instruments | | | [removed: [79](#i91d8a4235c724235a9b7e744237b8e6f_118)] [added: [78](#i9c8c31c46c2248d094a041aab3d4d9ad_133)] | | |

| [added: Intangible assets] | | | [removed: 9.] [added: 127.9] | | | [removed: Intangible Assets] | | | [removed: [83](#i91d8a4235c724235a9b7e744237b8e6f_127)] | | | [added: | | | | | |]

[removed: | | | | 10. | | | Equity Method Investments | | | [83](#i91d8a4235c724235a9b7e744237b8e6f_130) | | |][added: Equity method investments]

| | | | 11. | | | Other Accrued Expenses and Liabilities | | | [removed: [85](#i91d8a4235c724235a9b7e744237b8e6f_133)] [added: [85](#i9c8c31c46c2248d094a041aab3d4d9ad_148)] | | |

| | | | 13. | | | Income Taxes | | | [removed: [90](#i91d8a4235c724235a9b7e744237b8e6f_142)] [added: [89](#i9c8c31c46c2248d094a041aab3d4d9ad_157)] | | |

| | | | 14. | | | Deferred Income Taxes and Other Liabilities | | | [removed: [93](#i91d8a4235c724235a9b7e744237b8e6f_145)] [added: [93](#i9c8c31c46c2248d094a041aab3d4d9ad_160)] | | |

| | | | 16. | | | Commitments and Contingencies | | | [removed: [96](#i91d8a4235c724235a9b7e744237b8e6f_151)] [added: [95](#i9c8c31c46c2248d094a041aab3d4d9ad_166)] | | |

| | | | 17. | | | Stockholders' Equity | | | [removed: [97](#i91d8a4235c724235a9b7e744237b8e6f_154)] [added: [97](#i9c8c31c46c2248d094a041aab3d4d9ad_172)] | | |

| | | | 18. | | | Stock-Based Employee Compensation | | | [removed: [100](#i91d8a4235c724235a9b7e744237b8e6f_160)] [added: [99](#i9c8c31c46c2248d094a041aab3d4d9ad_178)] | | |

| | | | 19. | | | Net Income (Loss) Per Common Share Attributable to CBI | | | [removed: [103](#i91d8a4235c724235a9b7e744237b8e6f_163)] [added: [102](#i9c8c31c46c2248d094a041aab3d4d9ad_181)] | | |

| | | | 20. | | | Accumulated Other Comprehensive Income (Loss) | | | [removed: [104](#i91d8a4235c724235a9b7e744237b8e6f_166)] [added: [103](#i9c8c31c46c2248d094a041aab3d4d9ad_184)] | | |

| | | | 21. | | | Significant Customers and Concentration of Credit Risk | | | [removed: [106](#i91d8a4235c724235a9b7e744237b8e6f_169)] [added: [104](#i9c8c31c46c2248d094a041aab3d4d9ad_187)] | | |

| | | | 22. | | | Business Segment Information | | | [removed: [106](#i91d8a4235c724235a9b7e744237b8e6f_175)] [added: [105](#i9c8c31c46c2248d094a041aab3d4d9ad_196)] | | |

| | | | 23. | | | Selected Quarterly Financial Information (unaudited) | | | [removed: [110](#i91d8a4235c724235a9b7e744237b8e6f_178)] [added: [105](#i9c8c31c46c2248d094a041aab3d4d9ad_199)] | | |

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 56] [added: 55] | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of February [removed: 29, 2024.][added: 28, 2025.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 57] [added: 56] | | |

We have audited Constellation Brands, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of February [removed: 29, 2024,] [added: 28, 2025,] 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 [removed: 29, 2024,] [added: 28, 2025,] 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 [removed: 29, 2024] [added: 28, 2025] and February [removed: 28, 2023,] [added: 29, 2024,] 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 [removed: 29, 2024,] [added: 28, 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated April 23, [removed: 2024] [added: 2025] expressed an unqualified opinion on those consolidated financial statements.

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 58] [added: 57] | | |

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 59] [added: 58] | | |

We have audited the accompanying consolidated balance sheets of Constellation Brands, Inc. and subsidiaries (the Company) as of February [removed: 29, 2024] [added: 28, 2025] and February [removed: 28, 2023,] [added: 29, 2024,] 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 [removed: 29, 2024,] [added: 28, 2025,] 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 [removed: 29, 2024] [added: 28, 2025] and February [removed: 28, 2023,] [added: 29, 2024,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended February [removed: 29, 2024,] [added: 28, 2025,] 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 [removed: 29, 2024,] [added: 28, 2025,] 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 23, [removed: 2024] [added: 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting*.*

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The Company has recorded unrecognized tax benefits of [removed: $416.1] [added: $318.9] million as of February [removed: 29, 2024.][added: 28, 2025.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 60] [added: 59] | | |

FEBRUARY 28, 2025

| | | | 3. | | | Inventories | | | [74](#i9c8c31c46c2248d094a041aab3d4d9ad_118) | | |

| | | | 4. | | | Prepaid Expenses and Other | | | [74](#i9c8c31c46c2248d094a041aab3d4d9ad_121) | | |

| | | | 5. | | | Property, Plant, and Equipment | | | [74](#i9c8c31c46c2248d094a041aab3d4d9ad_124) | | |

| | | | 6. | | | Derivative Instruments | | | [75](#i9c8c31c46c2248d094a041aab3d4d9ad_130) | | |

| | | | 8. | | | Goodwill | | | [82](#i9c8c31c46c2248d094a041aab3d4d9ad_139) | | |

| | | | 9. | | | Intangible Assets | | | [83](#i9c8c31c46c2248d094a041aab3d4d9ad_142) | | |

| | | | 10. | | | Other Assets | | | [83](#i9c8c31c46c2248d094a041aab3d4d9ad_208) | | |

| | | | 12. | | | Borrowings | | | [85](#i9c8c31c46c2248d094a041aab3d4d9ad_151) | | |

| | | | 15. | | | Leases | | | [93](#i9c8c31c46c2248d094a041aab3d4d9ad_163) | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

April 23, 2025

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

Specifically, complex auditor judgment, including the involvement of tax and valuation

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

During the three months ended August 31, 2024, in connection with negative trends within the Wine and Spirits business, the Company updated its outlook for the Wine and Spirits reporting unit.

The updated forecast indicated it was more likely than not that the fair value of the reporting unit might be below its carrying value.

Accordingly, the Company performed an interim quantitative assessment for goodwill impairment using a discounted cash flow model to estimate the fair value of this reporting unit.

The assessment indicated that the carrying value of this reporting unit exceeded its estimated fair value, resulting in a $2,250.0 million goodwill impairment.

During the three months ended February 28, 2025, the Company performed its annual impairment analysis and updated its estimate of the fair value of the Wine and Spirits reporting unit using a discounted cash flow model to reflect the latest financial projections and an increase in the discount rate.

As a result, the Company recognized an additional $490.7 million goodwill impairment charge to write-off the remaining goodwill balance for the Wine and Spirits reporting unit as of February 28, 2025.

Additionally, specialized skills and knowledge were required to assess the discount rate and long-term growth rate assumptions used in determining the fair value.

April 23, 2025

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

| Assets held for sale | | | 913.5 | | | | | | — | | |

| Other assets | | | 1,061.7 | | | | | | 1,140.0 | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

| Goodwill and intangible assets impairment | | | (2,797.7) | | | | | | — | | | | | | (13.0) | | |

| Assets held for sale impairment | | | (478.0) | | | | | | — | | | | | | — | | |

| Interest expense, net | | | (411.4) | | | | | | (436.1) | | | | | | (422.9) | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | (81.4) | | | | | | — | | | | | | — | | | | | | 50.3 | | | | | | (31.1) | | |

| 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 | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7) | | |

| Net income (loss) | | | $ | (31.1) | | | | | $ | 1,765.2 | | | | | $ | (38.5) | |

| Assets held for sale impairment | | | 478.0 | | | | | | — | | | | | | — | | |

| (Gain) loss on sale of business | | | (266.0) | | | | | | 15.1 | | | | | | (15.0) | | |

| Net gain in connection with Exchangeable Shares | | | (7.2) | | | | | | — | | | | | | — | | |

| | | | 3. | | | Inventories | | | [74](#i91d8a4235c724235a9b7e744237b8e6f_103) | | |

| | | | 6. | | | Derivative Instruments | | | [75](#i91d8a4235c724235a9b7e744237b8e6f_115) | | |

| | | | 8. | | | Goodwill | | | [82](#i91d8a4235c724235a9b7e744237b8e6f_124) | | |

| | | | 12. | | | Borrowings | | | [85](#i91d8a4235c724235a9b7e744237b8e6f_136) | | |

| | | | 15. | | | Leases | | | [94](#i91d8a4235c724235a9b7e744237b8e6f_148) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

April 23, 2024

As discussed in Notes 1 and 8 to the consolidated financial statements, the Company’s goodwill balance for the Wine and Spirits reporting unit as of February 29, 2024 was $2,742.1 million.

Additionally, specialized skills and knowledge were required to assess certain of these assumptions.

| | | | 15,843.4 | | | | | | 14,277.5 | | |

| Less: Treasury stock – | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Impairment of brewery construction in progress | | | — | | | | | | — | | | | | | (665.9) | | |

| Interest expense | | | (435.4) | | | | | | (398.7) | | | | | | (356.4) | | |

| Balance at February 28, 2021 | | | $ | 1.9 | | | | | $ | 0.3 | | | | | $ | 1,604.2 | | | | | $ | 15,117.8 | | | | | $ | (335.5) | | | | | $ | (2,789.8) | | | | | $ | 330.2 | | | | | $ | 13,929.1 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | (40.4) | | | | | | — | | | | | | — | | | | | | 41.4 | | | | | | 1.0 | | |

| Net (gain) loss on sale of unconsolidated investment | | | (0.3) | | | | | | — | | | | | | (51.0) | | |

| Other | | | 14.6 | | | | | | 118.1 | | | | | | (25.1) | | |

| Proceeds from sale of unconsolidated investment | | | 0.3 | | | | | | — | | | | | | 74.4 | | |

All financial information for the years ended February 28, 2023, and February 28, 2022, has been restated to conform to the new segment presentation.

For purposes of measuring segment operating performance, the net gain (loss) from the changes in

secured incremental borrowing rate.

In December 2023, the FASB issued a standard aimed at improving tax disclosure requirements, primarily through enhanced disclosures related to the income tax rate reconciliation and income taxes paid.

*Climate*

In March 2024, the SEC adopted final rules to require disclosures about certain climate-related information in registration statements and annual reports.

In April 2024, the SEC issued an order to stay the rules pending the completion of judicial review of multiple petitions challenging the rules.

The rules will require disclosure of, among other things, material climate-related risks, how the board of directors and management oversee and manage such risks, and the actual and potential material impacts of such risks on us.

The rules also require disclosure about material climate-related targets and goals, Scope 1 and Scope 2 GHG emissions, and the financial impacts of severe weather events and other natural conditions.

If the rules are ultimately implemented, their adoption will be phased and, accordingly, we are required to begin certain disclosures for our annual period ending February 28, 2026.

These rules will be applied prospectively.

We are currently assessing the impact of these rules on our SEC filings.

trademark.

*My Favorite Neighbor*

In November 2021, we acquired the remaining 65% ownership interest in My Favorite Neighbor, a super-luxury, DTC focused wine business as well as certain wholesale distributed brands.

In addition, the My Favorite Neighbor transaction includes an earn-out over 10 years based on performance, with a 50% minimum guarantee due at the end of the earn-out period.

We recognized a gain of $13.5 million for the year ended February 28, 2022, related to the remeasurement of our previously held 35% equity interest in My Favorite Neighbor to the acquisition-date fair value.

See page [removed: [57](#i91d8a4235c724235a9b7e744237b8e6f_73)] [added: [56](#i9c8c31c46c2248d094a041aab3d4d9ad_82)] of this Form 10-K for Management’s Annual Report on Internal Control over Financial Reporting, which is incorporated herein by reference.

See page [removed: [58](#i91d8a4235c724235a9b7e744237b8e6f_76)] [added: [57](#i9c8c31c46c2248d094a041aab3d4d9ad_85)] 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 [removed: 29, 2024] [added: 28, 2025] (our fourth fiscal quarter) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three months ended February [removed: 29, 2024,] [added: 28, 2025,] 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 [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 111] [added: 106] | | |

| PART III | | | OTHER KEY INFORMATION | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

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,” [removed: “Delinquent Section 16(a) Reports,”] and “Our Board Committees.” The Proxy Statement will be filed within 120 days after the end of our fiscal year.

Such requests should be directed in writing to Investor Relations Department, Constellation Brands, Inc., [removed: 207 High Point Drive, Building 100, Victor,] [added: 50 East Broad Street, Rochester,] New York [removed: 14564] [added: 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.

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 [removed: Compensation,”] [added: 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.

The following table sets forth information with respect to our compensation plans under which our equity securities may be issued, as of February [removed: 29, 2024.][added: 28, 2025.]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 112] [added: 107] | | |

| PART III | | | OTHER KEY INFORMATION | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

(1)Includes [removed: 199,271] [added: 253,141] shares of unvested performance share units and [removed: 335,614] [added: 333,985] shares of unvested restricted stock units under our Long-Term Stock Incentive Plan.

We currently estimate that [removed: 30,814] [added: 113,069] of the target shares granted will be awarded at [removed: 200%, 58,396 of the target shares granted will be awarded between 100% and 150%,] [added: approximately 50%] and [removed: 20,851] [added: 27,003] of the target shares granted will [added: not] be awarded [removed: at approximately 70%] based upon our expectations as of February [removed: 29, 2024,] [added: 28, 2025,] regarding the achievement of specified performance targets.

(3)Includes [removed: 1,111,458] [added: 1,044,053] shares of Class A Stock under our Employee Stock Purchase Plan remaining available for purchase, of which approximately [removed: 30,200] [added: 40,500] shares are subject to purchase during the current offering period.

| Equity compensation plans approved by security holders | | | | | | 2,845,159 | | | (1) | | | $ | 212.95 | | (2) | | | 9,885,819 | | | (3) | | |

| Total | | | | | | 2,845,159 | | | | | | $ | 212.95 | | | | | 9,885,819 | | | | | |

| Equity compensation plans approved by security holders | | | | | | 3,099,173 | | | (1) | | | $ | 203.47 | | (2) | | | 10,246,300 | | | (3) | | |

| Total | | | | | | 3,099,173 | | | | | | $ | 203.47 | | | | | 10,246,300 | | | | | |

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I [removed: 113] [added: 108] | | |

| PART IV | | | OTHER KEY INFORMATION | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

Consolidated Balance Sheets – February [removed: 29, 2024,] [added: 28, 2025,] and February [removed: 28, 2023][added: 29, 2024]

Consolidated Statements of Comprehensive Income (Loss) for the years ended February [added: 28, 2025, February] 29, 2024, [removed: February 28, 2023,] and February 28, [removed: 2022][added: 2023]

Consolidated Statements of Changes in Stockholders’ Equity for the years ended February [added: 28, 2025, February] 29, 2024, [removed: February 28, 2023,] and February 28, [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for the years ended February [added: 28, 2025, February] 29, 2024, [removed: February 28, 2023,] and February 28, [removed: 2022][added: 2023]

| Constellation Brands, Inc. FY [removed: 2024] [added: 2025] Form 10-K | | | #WORTHREACHINGFOR I 114 | | |

| PART IV | | | OTHER KEY INFORMATION | | | [removed: Table] [added: [Table] of [removed: Contents] [added: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] | | |

| 4.1.1 | | | | | | [Supplemental Indenture No. [removed: 8,] [added: 9,] with respect to 4.750% Senior Notes due [removed: 2024,] [added: 2025,] dated [removed: as of November 3, 2014,] [added: December 4, 2015,] among the [removed: Company] [added: Company,] as Issuer, certain subsidiaries, as Guarantors, and M&T, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312514402746/d814830dex42.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312515397648/d100847dex41.htm)] | | | | | | 8-K | | | [removed: 4.2] [added: 4.1] | | | [removed: November 7, 2014] [added: December 8, 2015] | | |

| [removed: 4.1.2] [added: 4.1.3] | | | | | | [Supplemental Indenture No. [removed: 9,] [added: 11] with respect to [removed: 4.750%] [added: 3.700%] Senior Notes due [removed: 2025,] [added: 2026,] dated [added: as of] December [removed: 4, 2015,] [added: 6, 2016,] among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312515397648/d100847dex41.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/16918/000119312516786336/d310661dex41.htm).] | | | | | | 8-K | | | 4.1 | | | December [removed: 8, 2015] [added: 6, 2016] | | |

| [removed: 4.1.3] [added: 4.1.2] | | | | | | [Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and M&T, as Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000001691816000075/stzex426_229201610k.htm) | | | | | | 10-K | | | 4.26 | | | April 25, 2016 | | |

| 4.1.4 | | | | | | [Supplemental Indenture No. [removed: 11] [added: 13] with respect to [removed: 3.700%] [added: 3.500%] Senior Notes due [removed: 2026,] [added: 2027,] dated as of [removed: December 6, 2016,] [added: May 9, 2017,] among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/16918/000119312516786336/d310661dex41.htm).] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312517164398/d394689dex42.htm)] | | | | | | 8-K | | | [removed: 4.1] [added: 4.2] | | | [removed: December 6, 2016] [added: May 9, 2017] | | |

| 4.1.5 | | | | | | [Supplemental Indenture No. [removed: 13] [added: 14] with respect to [removed: 3.500%] [added: 4.500%] Senior Notes due [removed: 2027,] [added: 2047,] dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312517164398/d394689dex42.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312517164398/d394689dex43.htm)] | | | | | | 8-K | | | [removed: 4.2] [added: 4.3] | | | May 9, 2017 | | |

| 4.1.6 | | | | | | [Supplemental Indenture No. [removed: 14] [added: 19] with respect to [removed: 4.500%] [added: 3.600%] Senior Notes due [removed: 2047,] [added: 2028,] dated as of [removed: May 9, 2017,] [added: February 7, 2018,] among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312517164398/d394689dex43.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312518034048/d511600dex42.htm)] | | | | | | 8-K | | | [removed: 4.3] [added: 4.2] | | | [removed: May 9, 2017] [added: February 7, 2018] | | |

| 4.1.7 | | | | | | [Supplemental Indenture No. [removed: 19] [added: 20] with respect to [removed: 3.600%] [added: 4.100%] Senior Notes due [removed: 2028,] [added: 2048,] dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312518034048/d511600dex42.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/16918/000119312518034048/d511600dex43.htm)] | | | | | | 8-K | | | [removed: 4.2] [added: 4.3] | | | February 7, 2018 | | |