Item 16. Form 10-K Summary

43K characters. Original on sec.gov · Markdown

Item 16. Form 10-K Summary

None.

Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 109
PART IVOTHER KEY INFORMATIONTable of Contents

INDEX TO EXHIBITS

Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation of the Company.8-K3.1November 10, 2022
3.2Amended and Restated By-Laws of the Company.8-K3.2November 10, 2022
4.1Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1April 23, 2012
4.1.1Supplemental Indenture No. 9, with respect to 4.750% Senior Notes due 2025, dated December 4, 2015, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1December 8, 2015
4.1.2Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and M&T, as Trustee.10-K4.26April 25, 2016
4.1.3Supplemental Indenture No. 11 with respect to 3.700% Senior Notes due 2026, dated as of December 6, 2016, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1December 6, 2016
4.1.4Supplemental Indenture No. 13 with respect to 3.500% Senior Notes due 2027, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.2May 9, 2017
4.1.5Supplemental Indenture No. 14 with respect to 4.500% Senior Notes due 2047, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.3May 9, 2017
4.1.6Supplemental Indenture No. 19 with respect to 3.600% Senior Notes due 2028, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.2February 7, 2018
4.1.7Supplemental Indenture No. 20 with respect to 4.100% Senior Notes due 2048, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.3February 7, 2018
4.1.8Supplemental Indenture No. 22 with respect to 4.400% Senior Notes due 2025, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.2October 29, 2018
4.1.9Supplemental Indenture No. 23 with respect to 4.650% Senior Notes due 2028, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.3October 29, 2018
4.1.10Supplemental Indenture No. 24 with respect to 5.250% Senior Notes due 2048, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.4October 29, 2018
4.1.11Supplemental Indenture No. 25 with respect to 3.150% Senior Notes due 2029, dated as of July 29, 2019, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1July 29, 2019
4.1.12Supplemental Indenture No. 26 with respect to 2.875% Senior Notes due 2030, dated as of April 27, 2020, among the Company, as Issuer and M&T, as Trustee.8-K4.1April 27, 2020
4.1.13Supplemental Indenture No. 27 with respect to 3.750% Senior Notes due 2050, dated as of April 27, 2020, among the Company, as Issuer and M&T, as Trustee.8-K4.2April 27, 2020
4.1.14Supplemental Indenture No. 28 with respect to 2.250% Senior Notes due 2031, dated as of July 26, 2021, among the Company, as Issuer and M&T, as Trustee.8-K4.1July 26, 2021
4.1.15Supplemental Indenture No. 30 with respect to 4.350% Senior Notes due 2027, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee.8-K4.2May 9, 2022
4.1.16Supplemental Indenture No. 31 with respect to 4.750% Senior Notes due 2032, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee.8-K4.3May 9, 2022
Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 110
PART IVOTHER KEY INFORMATIONTable of Contents
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
4.1.17Supplemental Indenture No. 32 with respect to 5.000% Senior Notes due 2026, dated as of February 2, 2023, among the Company, as Issuer, and M&T, as Trustee.8-K4.1February 2, 2023
4.1.18Supplemental Indenture No. 33 with respect to 4.900% Senior Notes due 2033, dated as of May 1, 2023, among the Company, as Issuer, and M&T, as Trustee.8-K4.1May 1, 2023
4.1.19Supplemental Indenture No. 34 with respect to 4.800% Senior Notes due 2029, dated as of January 11, 2024, among the Company, as Issuer, and M&T, as Trustee.8-K4.1January 11, 2024
4.2Restatement Agreement, dated as of April 14, 2022, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto, including the Tenth Amended and Restated Credit Agreement dated as of April 14, 2022, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. †8-K4.1April 15, 2022
4.2.1Amendment No. 1, dated as of October 18, 2022, to Tenth Amended and Restated Credit Agreement, dated as of April 14, 2022, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. †8-K4.2October 26, 2022
4.3Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act.8-K99.3November 10, 2022
10.1The Company’s Long-Term Stock Incentive Plan, amended and restated as of July 18, 2017. *8-K10.4July 20, 2017
10.1.1Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 25, 2016). *8-K10.1May 1, 2014
10.1.2Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 25, 2016 and before April 21, 2017). *8-K10.1April 28, 2016
10.1.3Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2017 and before April 23, 2018). *8-K10.1April 25, 2017
10.1.4Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 23, 2018 and before April 23, 2019). *8-K10.1April 26, 2018
10.1.5Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 23, 2019 and before April 21, 2020). *8-K10.1April 26, 2019
10.1.6Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2020). *10-Q10.5July 1, 2020
10.1.7Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 20, 2021). *8-K10.2April 23, 2021
10.1.8Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 21, 2020 and before April 25, 2024). *†10-Q10.7July 1, 2020
10.1.9Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2024). *†10-Q10.2July 3, 2024
Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 111
PART IVOTHER KEY INFORMATIONTable of Contents
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
10.1.10Form of Terms and Conditions Memorandum for Directors with respect to a pro rata grant of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan. *8-K99.1April 22, 2010
10.1.11Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 23, 2014 and before July 20, 2016). *8-K10.1July 25, 2014
10.1.12Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 20, 2016 and before July 18, 2017). *8-K10.1July 22, 2016
10.1.13Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 18, 2017 and before July 16, 2019). *8-K10.1July 20, 2017
10.1.14Form of Stock Option Agreement for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 16, 2019). *10-Q10.6October 3, 2019
10.1.15Form of Restricted Stock Unit Agreement for Directors with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after July 16, 2019).*10-Q10.7October 3, 2019
10.1.16Rules for Cash Incentive Awards under the Company’s Long-Term Stock Incentive Plan. *8-K10.1March 29, 2018
10.2The Company’s Annual Management Incentive Plan, amended and restated as of July 27, 2012. *8-K10.1July 31, 2012
10.3The Company’s Non-Qualified Savings Plan, amended and restated effective as of January 1, 2025 (filed herewith). *10-Q10.2October 3, 2024
10.4Supplemental Executive Retirement Plan of the Company. *10-K10.14June 1, 1999
10.4.1First Amendment to the Company’s Supplemental Executive Retirement Plan. *10-Q10July 15, 1999
10.4.2Second Amendment to the Company’s Supplemental Executive Retirement Plan. *10-K10.20May 29, 2001
10.4.3Third Amendment to the Company’s Supplemental Executive Retirement Plan. *8-K99.2April 13, 2005
10.52005 Supplemental Executive Retirement Plan of the Company. *8-K99.3April 13, 2005
10.5.1First Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. *10-Q10.7July 10, 2007
10.5.2Second Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. *10-Q10.2January 9, 2014
10.5.3Third Amendment to the Company’s 2005 Supplemental Executive Retirement Plan. *8-K10.1October 4, 2018
10.6Form of Executive Employment Agreement between the Company and its former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. *8-K99.1May 21, 2008
10.6.1Form of Executive Employment Agreement Release of Claims between the Company and its former Executive Chairman of the Board and its former Executive Vice Chairman of the Board. *10-Q10.3January 5, 2023
10.7Executive Employment Agreement made as of January 26, 2015, between the Company and William A. Newlands. *10-K10.57April 28, 2015
10.8Form of Executive Employment Agreement between the Company and certain of its Executive Officers (including James O. Bourdeau, Garth Hankinson, Michael McGrew, Mallika Monteiro, and James A. Sabia, Jr.) and a former Executive Officer. *10-Q10.3June 29, 2017
Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 112
PART IVOTHER KEY INFORMATIONTable of Contents
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
10.9Executive Employment Agreement made as of March 11, 2024, between the Company and Samuel J. Glaetzer. *10-K10.1April 23, 2024
10.10Form of Executive Employment Agreement between the Company and a former Executive Officer. *10-Q10.1January 10, 2025
10.11Reclassification Agreement, dated as of June 30, 2022, by and among the Company and the Sands Family Stockholders listed therein.8-K10.1June 30, 2022
10.11.1Form of Joinder to Reclassification Agreement by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP).10-Q10.4January 5, 2023
10.11.2Form of Waiver to Reclassification Agreement with respect to offices in the Company’s Florida location by the Company’s former Executive Chairman of the Board and its former Executive Vice Chairman of the Board.10-K10.41April 20, 2023
10.11.3Waiver to Reclassification Agreement with respect to WildStar Partners LLC’s right for nominee to serve as non-voting member of any committee of the Company’s Board of Directors.8-K99.1July 10, 2023
10.12Registration Rights Agreement, dated as of November 10, 2022, by and among the Company and the stockholders party thereto (including form of Joinder by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP)).8-K10.1November 10, 2022
10.13Description of Compensation Arrangements, as of July 18, 2023, for Non-Management Directors. *8-K10.2July 18, 2023
10.14Description of Compensation Arrangements, as of July 17, 2024, for Non-Management Directors. *10-Q10.1October 3, 2024
10.15Amended and Restated Sub-license Agreement, dated as of June 7, 2013, between Marcas Modelo, S. de R.L. de C.V. and Constellation Beers Ltd. +10-K10.45April 20, 2023
19.1The Company’s Insider Trading Policy (filed herewith).
21.1Subsidiaries of the Company (filed herewith).
23.1Consent of KPMG LLP (filed herewith).
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith).
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith).
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
97.1The Company’s Incentive Compensation Recoupment Policy. *10-K97.1April 23, 2024
99.1The Company’s 1989 Employee Stock Purchase Plan (amended and restated as of July 24, 2013). *8-K99.1July 26, 2013
99.1.1First Amendment, dated and effective April 25, 2016, to the Company’s 1989 Employee Stock Purchase Plan. *8-K99.1April 28, 2016
99.2Consent Agreement, dated October 24, 2022, by and between CBG Holdings LLC, Greenstar Canada Investment Limited Partnership and Canopy. †8-K99.2October 26, 2022
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (filed herewith).
101.SCHInline XBRL Taxonomy Extension Schema Document (filed herewith).
Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 113
PART IVOTHER KEY INFORMATIONTable of Contents
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document (filed herewith).
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
  • Designates management contract or compensatory plan or arrangement.

† The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such exhibits, disclosure schedules, and other schedules, as applicable, or any section thereof, to the SEC upon request.

+ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees, upon request of the SEC, to furnish copies of each instrument that defines the rights of holders of long-term debt of the Company or its subsidiaries that is not filed herewith pursuant to Item 601(b)(4)(iii)(A) because the total amount of long-term debt authorized under such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 114

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONSTELLATION BRANDS, INC.
By:/s/ William A. Newlands
April 23, 2025
William A. Newlands President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ William A. Newlands/s/ Garth Hankinson
April 23, 2025April 23, 2025
William A. Newlands, Director, President and Chief Executive Officer (principal executive officer)Garth Hankinson, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
/s/ Christopher J. Baldwin/s/ Christy Clark
April 23, 2025April 23, 2025
Christopher J. Baldwin, Director and Non-Executive Chair of the BoardChristy Clark, Director
/s/ Jennifer M. Daniels/s/ Nicholas I. Fink
April 23, 2025April 23, 2025
Jennifer M. Daniels, DirectorNicholas I. Fink, Director
/s/ William T. Giles/s/ Ernesto M. Hernández
April 23, 2025April 23, 2025
William T. Giles, DirectorErnesto M. Hernández, Director
Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 115
/s/ José Manuel Madero Garza/s/ Daniel J. McCarthy
April 23, 2025April 23, 2025
José Manuel Madero Garza, DirectorDaniel J. McCarthy, Director
/s/ Richard Sands/s/ Robert Sands
April 23, 2025April 23, 2025
Richard Sands, DirectorRobert Sands, Director
/s/ Luca Zaramella
April 23, 2025
Luca Zaramella, Director
Constellation Brands, Inc. FY 2025 Form 10-K#WORTHREACHINGFOR I 116

Previous: Item 15. Exhibits and Financial Statement Schedules