Constellation Brands (STZ) 10-K risk factor changes: FY2026 vs FY2025

*In addition to information discussed elsewhere in this Form 10-K, you should carefully consider the following factors, as well as additional factors not presently known to us or that we currently deem to be immaterial, which [added: reflect our beliefs and opinions as to factors that] could materially [added: and adversely] affect our business, liquidity, financial condition, and/or results of operations in future [removed: periods.][added: periods, which may negatively impact the value of our securities.]

[removed: *Potential] [added: Potential] declines in the consumption of products we sell; dependence on sales of our [removed: Mexican] beer [removed: brands*][added: brands]

Our business depends upon consumers’ consumption of our [removed: beer, wine, and spirits brands,] [added: products,] and sales of our [removed: Mexican] beer brands in the U.S. represent the vast majority of our business.

Consumer preferences, behaviors, perception, and sentiment may shift due to a variety of factors, including changes in taste preferences and leisure, dining, and beverage purchasing and consumption patterns, U.S. demographic trends, [removed: trends involving environmental sustainability and CSR matters,] changing market dynamics, including consumer-led premiumization, moderation, and betterment trends, pricing, perceived value, branding, marketing, and reputational considerations, geopolitical [added: events and] tensions, [added: trends involving environmental sustainability] and [added: CSR matters, and] other negative trends impacting our products, business, and the [added: entire] beverage alcohol [removed: industry.][added: industry, such as elevated product supply or inventory levels.]

- reduced consumption of beverage alcohol products, including as a result of [added: consumers participating in fewer social occasions,] stricter laws, such as those relating to consumption or driving while under the influence of alcohol, or [removed: resulting from] consumer dietary preference changes, weight loss regimens and pharmaceuticals, including GLP-1 drugs, or consumers substituting legalized cannabis or hemp-derived or other similar products in lieu of beverage alcohol;

- [removed: increased] activity from governmental entities, anti-alcohol groups, or other bodies, such as the World Health [removed: Organization and the former U.S. Surgeon General,] [added: Organization,] advocating measures or guidelines designed to reduce or eliminate the consumption of beverage alcohol products or require more stringent labeling or warning requirements;

- [removed: possible] restrictions on beverage alcohol advertising and marketing;

- wars or military conflicts, [added: including the conflict in the Middle East,] disease outbreaks or pandemics, quarantines, [removed: weather,] [added: severe weather events,] and natural or man-made disasters, including wildfires, droughts, floods, extreme heat, and/or late frosts.

If these or any other factors cause or continue to cause a decline in the growth rate, amount, or profitability of sales of our [removed: Mexican] [added: products, particularly our] beer brands in the [removed: U.S.] [added: U.S.,] or any material shift in consumer preferences, behaviors, perception, and sentiment in our major markets away from our [removed: beer, wine, and spirits brands,] [added: products,] and our [removed: Mexican] beer brands in particular, or from the categories in which they compete, or if our financial or operational [added: forecasts turn out to be inaccurate, it could adversely affect our business, liquidity, financial condition, and/or results of operations.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 13] [added: 14] | | |

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[removed: forecasts turn out to be inaccurate, it] [added: Each of these risks] could adversely affect our business, liquidity, financial condition, and/or results of operations.

[removed: *Acquisition,] [added: Acquisition,] divestiture, investment, and NPD strategies and [removed: activities*][added: activities]

We also divest businesses, assets, or securities of companies from time to time, including those that we believe no longer provide a strategic fit with our business, such as the [removed: pending] 2025 Wine [removed: Divestitures Transaction.][added: Divestitures.]

We have provided [removed: and] [added: and,] in the [removed: future] [added: future,] may provide various indemnifications in connection with divestitures of businesses or assets.

Our joint venture arrangements and the arrangements through which we acquired or hold our other equity or membership interests often require us to, among other matters, [removed: pay certain costs, make capital investments, fulfill alone our joint venture partners’ obligations, or purchase other parties’ interests.]

In addition, our continued success depends, in part, on our ability to develop [added: and market] new products.

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 14] [added: 15] | | |

[added: Furthermore, our acquisitions, investments, or joint ventures may not be profitable, our] forecasts regarding [removed: acquisition, divestiture, or investment] [added: these] activities may not be accurate, or the internal control over financial reporting of entities which we must consolidate as a result of our investment activities but do not control or wholly own may not be as robust as our internal control over financial reporting.

[removed: *Dependence] [added: Dependence] upon trademarks and proprietary rights; failure to protect our intellectual property [removed: rights*][added: rights]

[removed: We cannot be sure that trademark] [added: Trademark] registrations [removed: will] [added: may not] be issued with respect to any such trademark applications.

We could also fail to timely renew or protect a trademark, and [removed: our competitors] [added: others] could challenge, invalidate, or circumvent any existing or future trademarks issued to, or licensed by, us.

[removed: *Damage] [added: Damage] to our [removed: reputation*][added: reputation]

- perceptions and demands toward, and publicity surrounding or our performance related to, our environmental sustainability and CSR strategies, initiatives, [removed: targets, commitments,] and aspirations, including impacts of advocacy, protests, boycotts, and similar activities, [removed: as well as] [added: and] associated reporting regulations, standards, frameworks, and ratings;

- actions we may take to enhance or safeguard our reputation and uphold our core values, including changes [added: or activities related] to our [added: workforce,] operations, sales, advertising, marketing, and NPD;

- allegations that we, or persons currently or formerly employed by or associated with us, have allegedly or actually violated applicable laws or regulations, including those related to safety, employment, discrimination, harassment, whistleblowing, [removed: privacy,] [added: privacy and data protection,] corporate citizenship, improper business practices, or cybersecurity, or have otherwise engaged in negatively perceived activities;

- geopolitical [added: events and] tensions and associated negative impacts on our products and business;

- our environmental impact, including the use of agricultural [added: and other raw] materials, water, and energy, packaging, and waste management;

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 [added: consistently positive perception across our entire stakeholder base.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 15] [added: 16] | | |

[removed: *Competition*][added: Competition]

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

- our inability to maintain or increase prices or develop successful new [added: products and the impact of price reductions on certain] products;

- our inability to adopt or effectively deploy existing, new, and/or emerging [removed: technologies;][added: technologies, including AI;]

- the decision of [removed: wholesalers, retailers,] [added: existing] or [added: potential Customers or] consumers to purchase competitors’ products instead of ours, including due to competitive pricing pressures;

- pricing, purchasing, financing, operating, advertising, or promotional and shelf space decisions made by [removed: wholesalers, state and local agencies, and retailers] [added: existing or potential Customers] as well as in DTC channels which may affect supply of or consumer demand for our products;

- a general decline in beverage alcohol consumption or changes in consumer preferences away from our products, including due to consumer dietary preference changes, weight loss regimens, pharmaceuticals, or consumers substituting legalized cannabis or hemp-derived or [removed: other] similar products in lieu of beverage alcohol; or

Our continued success also depends on our ability to attract and retain a high-quality [removed: and inclusive] workforce [added: that reflects the consumers and communities we serve] in a competitive environment for talent and to implement our human capital [removed: strategy, priorities, and initiatives.]

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

Governmental bodies may propose changes to international trade agreements, treaties, tariffs, taxes, and other government rules and [removed: regulations] [added: regulations,] including [removed: but not limited to] environmental treaties and regulations.

References to past events are provided as examples only and are not intended to be a complete listing or representation as to whether such factors have occurred in the past or their likelihood of occurring in the future.

- the ability of our wine and spirits business to achieve long-term growth, including through portfolio repositioning, operational efficiency initiatives, and expansion of brands by leveraging global, omni-channel capabilities as well as ongoing wine and spirits category headwinds; or

President and Chief Executive Officer transition

Nicholas Fink became our President and Chief Executive Officer on April 13, 2026.

Our future performance will depend, in part, on the successful transition of Mr. Fink as our new President and Chief Executive Officer.

Leadership transitions and the onboarding process can be inherently difficult to manage, will take time, and could result in changes in our business strategy, operations, processes, and workforce.

If we do not successfully manage this transition, it may cause disruption to our business and be viewed negatively by various stakeholders, including our consumers, Customers, stockholders, employees, and/or suppliers.

Our future performance will also continue to depend on the services and contributions of our other senior management and key employees to execute on our strategy and business plans and to identify and pursue new opportunities and product innovations.

The loss of services of senior management or other key employees and the onboarding and transition of new senior leaders and key employees could significantly delay or prevent the achievement of our strategic objectives.

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pay certain costs, make capital investments, fulfill alone our joint venture partners’ obligations, or purchase other parties’ interests.

A new product launch gives rise to a variety of costs which impact profitability.

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strategy, priorities, and initiatives.

Developments in international trade relations have produced heightened uncertainty with respect to trade and tariff policies and regulations affecting trade between the U.S. and other countries, which could continue to impact the global trade environment and tariff rates applicable to goods we or our suppliers import and export.

These developments include:

- retaliatory or other tariffs and actions imposed on certain U.S. goods, including restrictions on beverage alcohol sales from U.S. producers imposed by some Canadian provinces; and

- subsequent modifications and delays to or invalidation of various tariffs and associated refund procedures, litigation, and developments, including impacts from the U.S. Supreme Court decision invalidating the use of IEEPA to authorize certain tariffs.

These uncertainties and

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Mexico recently reformed certain laws related to water rights, which altered the country’s regulatory framework governing water resources.

Among the changes were a prohibition on the transfer of water concessions between private parties, elimination of the private secondary market for concessions, and new sanctions for water-related violations.

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result in litigation or regulatory actions, and/or reduce the effectiveness of our internal control over financial reporting, it could have a material adverse effect on our business, liquidity, financial condition, and/or results of operations.

Modular capacity addition activities continue at our breweries, with initial production at the Veracruz Brewery expected to commence around the middle of Fiscal 2027.

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including the conflict in the Middle East.

We may not allot sufficient resources to attain, may not ultimately achieve, may be unable to satisfy all stakeholders regarding, and/or may be subject to government enforcement actions, fines, proceedings, or litigation related to our commitments and aspirations, and

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We are exposed to risks associated with interest rate fluctuations, including for our variable interest rate debt, and disruption or volatility in the credit markets.

The current interest rate environment is elevated relative to the interest rates on certain of our outstanding indebtedness that will be maturing over the next several years.

If we experience reduced access to credit or higher future interest rates to refinance our maturing indebtedness, to incur additional indebtedness, or on our variable interest rate exposures, it could increase our overall interest expense and adversely affect our liquidity and capital resources.

In addition, our business may not

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Interest rate fluctuations and credit market disruption or volatility may also impact our consumers, Customers, and/or suppliers which could, in turn, adversely effect our business, liquidity, financial condition, and/or results of operations.

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of this Form 10-K.

- the inability of our wine and spirits business to become a global, omni-channel competitor as well as ongoing wine category headwinds and continued inventory destocking by retailers; or

A new product launch can give rise to a variety of costs.

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

consistently positive perception across our entire stakeholder base.

and water for our distilleries.

In the U.S., glass bottles have only a small number of producers.

Meanwhile, the recent proliferation and rapid evolution of AI

We have implemented a governance framework that includes policies and processes to address the use of AI technologies by our employees and third-party service providers.

Expansion, optimization, and/or construction activities continue at our breweries in Mexico.

Alternative facilities with sufficient capacity or capabilities may not readily be

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

products and our ability to borrow money.

We are exposed to risks associated with interest rate fluctuations, and while the U.S. Federal Reserve has recently been reducing the federal funds rate, we continue to experience an elevated interest rate environment relative to recent historically low interest rates.

We could experience further changes in our ability to manage fluctuations in interest rates, including for our variable interest rate debt outstanding or if we need to refinance indebtedness.

that contain cross-acceleration or cross-default provisions, which could permit counterparties thereunder to exercise remedies.

On February 18, 2025, a purported stockholder of the Company filed a putative class action in the United States District Court for the Western District of New York captioned *Meza v.

Constellation Brands, Inc., et al.*, Case No. 6:25-cv-6107 (W.D.N.Y.).

The complaint names as defendants the Company, our President and Chief Executive Officer, and our Executive Vice President and Chief Financial Officer, and asserts claims for alleged violations of

Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder arising from allegedly materially false or misleading statements or omissions of purportedly material fact concerning, among other things, the Company’s strategies intended to improve the performance of our Wine and Spirits business.

The complaint seeks, among other relief, alleged damages in an unspecified amount, attorneys’ fees, and costs.

On March 24, 2025, a purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned *Silva v.

Newlands, et al.*, Case No. 1:25-cv-254 (W.D.N.Y.).); and on April 21, 2025, a second purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned *Mason v.

Newlands, et al.*, Case No. 1:25-cv-00353 (W.D.N.Y.).

These derivative complaints each seek to assert claims arising under the Exchange Act and state common law, derivatively on behalf of the Company, against current and former directors and officers of the Company.

Neither of the plaintiffs made a pre-suit demand on our Board of Directors, instead each alleging that the pre-suit demand requirement should be excused as purportedly futile.

The claims asserted in these derivative complaints arise from substantially the same allegations made in the complaint filed in *Meza*.

Even if not discontinued, the amount of such dividends and repurchases may be changed, and the amount, timing, and frequency of such dividends and repurchases may vary from historical practice or from our stated expectations.

duty owed by any of our current or former directors, officers, or stockholders to us or our stockholders; any action asserting a claim arising pursuant to any provision of the DGCL, our Amended and Restated Charter, or our Amended and Restated By-laws, or as to which the DGCL confers jurisdiction on the Court of Chancery of Delaware; or any action asserting a claim governed by the internal affairs doctrine, and (ii) the federal district courts of the U.S. will, to the fullest extent permitted by law, be the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act.

“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: 29, 2024,] [added: 28, 2025,] filed on April 23, [removed: 2024,] [added: 2025,] for reference to discussion of the fiscal year ended February [removed: 28, 2023,] [added: 29, 2024,] the earliest of the three fiscal years presented.

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

[removed: *Strategy.*] This section provides a description of our [removed: strategy and a discussion of a recent development,] [added: strategy, including our 2025 Restructuring Initiative,] and significant divestitures, acquisitions, and investments.

[removed: *Results of operations.*] This section provides an analysis of our results of operations presented on a business segment basis.

[removed: *Liquidity and capital resources.*] This section provides an analysis of our cash flows, outstanding debt, liquidity position, and commitments.

[removed: *Critical accounting policies and estimates.*] This section identifies accounting policies that are considered important to our results of operations and financial condition, require significant judgment, and involve significant management estimates.

We have an exclusive perpetual brand license to produce our [removed: Mexican] beer portfolio and to import, market, and sell such portfolio in the U.S. In the Wine and Spirits segment, we sell a portfolio [removed: that includes] [added: comprised of exclusively] higher-end wine [removed: brands complemented by certain higher-end] [added: and] spirits brands.

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

[removed: *Goodwill impairment*][added: 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 [added: then-owned] mainstream and premium wine brands, management updated its Fiscal 2025 outlook and latest financial projections for this reporting unit.

Based on the aforementioned factors, we performed an interim quantitative assessment, as of August 31, 2024, and [removed: an] [added: a Fiscal 2025] annual quantitative assessment for goodwill impairment which resulted in a $2,740.7 [added: million total goodwill impairment and the carrying value being written down to zero.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 32] [added: 34] | | |

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This loss [removed: from impairment] was included in goodwill and intangible assets impairment within our consolidated results for Fiscal 2025.

See Notes [removed: 7,] 8, [added: 9,] and [removed: 13] [added: 14] for further discussion.

[removed: *Trademarks impairment*][added: Trademarks impairment]

As a result, we recognized a $57.0 million trademark impairment on certain [added: then-existing] held for sale wine brands.

See Note [removed: 7] [added: 8] for further discussion.

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

In Fiscal [removed: 2026,] [added: 2027,] we intend to [added: continue to] increase distribution for key brands, optimize growth through differentiated brand positioning, price pack architecture, and market [removed: prioritization,] [added: prioritization] as well as [removed: continue to] invest in the next phase of modular capacity additions necessary to support our [removed: ongoing] [added: anticipated future] growth.

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

We have a contractual arrangement with Southern Glazer’s Wine and Spirits which consolidated our U.S. distribution and currently represents [removed: approximately 60%] [added: nearly 70%] of our U.S. branded wine and spirits volume.

Our results of operations and financial condition have been [added: and may continue to be] affected by [removed: an] [added: the dynamic and] evolving consumer [removed: demand] environment largely driven by [removed: what we believe to be non-structural] [added: ongoing economic uncertainty and additional headwinds from other] socioeconomic factors.

[removed: These factors] [added: may] include subdued spend, [added: depressed sentiment,] value-seeking behaviors, and reductions in the discretionary income available to purchase our products among consumers, elevated unemployment, changing prices, inflation, other unfavorable global and regional economic conditions, demographic trends in the U.S., global supply chain disruptions and constraints, [removed: and] geopolitical [removed: events, as well as retailer destocking impacting our Wine] [added: events] and [removed: Spirits segment.][added: tensions, wars, and military conflicts, including the conflict in the Middle East.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 33] [added: 35] | | |

[added: Developments in international trade relations, including significant additional changes in U.S. trade policy and actions which may include threatened, new, and increased tariffs] imposed [added: by the U.S. government] on [added: other countries, retaliatory tariffs and actions imposed on] certain U.S. [removed: goods] [added: goods, and subsequent modifications and delays to or invalidation of various tariffs as well as associated litigation and developments] have produced heightened uncertainty with respect to trade and tariff policies and regulations affecting trade between the U.S. and other countries, which could continue to alter the global trade environment.

For example, the U.S. government has imposed tariffs on [removed: product imports from] certain [removed: countries (such as Mexico, the European Union] [added: product imports,] including [removed: Italy,] [added: on aluminum] and [removed: New Zealand)] [added: aluminum derivatives,] and certain other countries have implemented tariffs [added: and other actions] on U.S. goods, such as [removed: the] [added: boycotts and] tariffs on certain product imports originating from the U.S. imposed by the Canadian [removed: government,] [added: federal and some provincial governments and retaliatory tariffs in other international markets,] although some of these tariffs were subsequently [removed: modified] [added: modified, delayed, suspended,] or [removed: delayed.][added: invalidated.]

We expect some or all of these market conditions and their impacts to continue into Fiscal [removed: 2026] [added: 2027] which could have a material impact on our results of operations and financial condition.

We intend to continue to monitor the [added: dynamic and] evolving consumer [removed: demand] and [removed: economic] [added: socioeconomic] environments and their impacts on our business.

In addition, we have [removed: implemented] [added: executed] the [added: majority of the work associated the] 2025 Restructuring Initiative, which is an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization.

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

[removed: *2025] [added: 2025] Wine Divestitures [removed: Transaction*]

[removed: In April] [added: On June 2,] 2025, we [removed: entered into a definitive agreement to fully divest] [added: sold] and, in certain instances, exclusively [removed: license] [added: licensed] the trademarks of a portion of our wine and spirits business, primarily centered around our [removed: remaining] [added: then-owned] mainstream wine brands and associated inventory, wineries, vineyards, offices, and [removed: facilities for $900 million, subject to certain adjustments.][added: facilities.]

For additional [removed: information on this transaction,] [added: information,] refer to Note [removed: 2.][added: 14.]

[removed: | | | | Net Sales | | | | | |] Gross [removed: Profit | | | | | | Marketing (1) | | |][added: profit]

| [removed: Fiscal 2025] | | | [added: Fiscal 2026] | | | | | | [added: Fiscal 2025] | | | | | | | | |

[removed: |] SVEDKA Divestiture [removed: | | | $ | 98.3 | | | | | $ | 39.3 | | | | | $ | 4.4 | |]

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

[removed: *2025] [added: 2025] Restructuring [removed: Initiative*][added: Initiative]

The majority of the work associated with the 2025 Restructuring Initiative [removed: is][added: was executed within Fiscal 2026.]

OVERVIEW

STRATEGY

Modular capacity addition activities continue under our Brewery Projects to align with our anticipated future growth.

With our portfolio of exclusively higher-end brands and our continued focus on operational efficiencies, we remain committed to improving margins and driving growth.

We intend to expand our brands across U.S. wholesale, international markets, and DTC channels (including hospitality) to maximize our total addressable market opportunity by leveraging our global, omni-channel capabilities.

These factors

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Various tariffs and other actions negatively impacted our Fiscal 2026 results of operations.

In April 2026, the U.S. government removed beer made from malt, which includes our beer products, from the scope of the Section 232 aluminum and aluminum derivative tariffs that had been in place at various rates since February 2025.

In connection with the 2025 Restructuring Initiative, we recognized $72.2 million of pre-tax restructuring costs in Fiscal 2026 and $121.9 million of cumulative pre-tax costs since the inception of this initiative.

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We received $845.9 million of cash proceeds, which were used for the repayment of debt.

We own 26.3 million Exchangeable Shares.

RESULTS OF OPERATIONS

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| 2025 Restructuring Initiative | | | (72.2) | | | | | | (49.7) | | | | | | | | |

| Chief Executive Officer severance and transitions benefits | | | (7.8) | | | | | | — | | | | | | | | |

| Asset impairment and related expenses | | | (109.8) | | | | | | (478.0) | | | | | | | | |

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2025 Restructuring Initiative

We recognized costs in connection with an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business.

Chief Executive Officer severance and transition benefits

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

Asset impairment and related expenses

Largely in connection with (i) the commitment to dismantling and abandonment of certain aged long-lived assets at the Obregón Brewery (Fiscal 2026), (ii) the 2025 Wine Divestitures we recognized contract liabilities and inventory obsolescence expenses, partially offset by changes in then-existing net assets held for sale (Fiscal 2026), and

| PART II | | | ITEM 7. MD&A | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

(iii) certain then-existing wine and spirits assets that met held for sale criteria (Fiscal 2025).

| Beer | | | $ | 8,315.2 | | | | | $ | 8,539.8 | | | | | $ | (224.6) | | | | | (3 | | %) |

| Wine | | | 700.4 | | | | | | 1,450.1 | | | | | | (749.7) | | | | | | (52 | | %) |

| Spirits | | | 123.4 | | | | | | 218.8 | | | | | | (95.4) | | | | | | (44 | | %) |

| Shipments | | | | | | 415.4 | | | | | | 431.8 | | | | | | | | | | | | (3.8 | | %) |

| Depletions | | | | | | | | | | | | | | | | | | | | | | | | (2.1 | | %) |

We believe our net sales were impacted by the economic uncertainty and socioeconomic factors discussed above.

| PART II | | | ITEM 7. MD&A | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| Total | | | | | | 8.3 | | | | | | 22.1 | | | | | | | | | | | | (62.4 | | %) |

| Organic (1) (2) | | | | | | 8.3 | | | | | | 8.9 | | | | | | | | | | | | (6.7 | | %) |

| Organic U.S. Wholesale (1) (2) | | | | | | 6.3 | | | | | | 6.8 | | | | | | | | | | | | (7.4 | | %) |

| Depletions (1) (2) | | | | | | | | | | | | | | | | | | | | | | | | (4.3 | | %) |

The decrease in branded wine and spirits shipment volume and unfavorable mix are primarily attributable to our U.S. wholesale market, including the change in cadence of shipments to better align with consumer demand following the shift to a portfolio of exclusively higher-end brands.

Additionally, we believe our branded wine and spirits shipment volume was negatively impacted by both tariffs imposed by the U.S. government and by retaliatory tariffs and actions in certain international markets.

| | | | | | |

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million total goodwill impairment and the carrying value being written down to zero.

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 $2 billion over Fiscal 2026 through Fiscal 2028 largely on these activities.

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.

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

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

Recent Development

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:

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

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

| (in millions) | | | | | | | | | | | | | | | | | |

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

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.

*Craft Beer Divestitures*

In June 2023, we completed the Craft Beer Divestitures.

Accordingly, our consolidated results of operations include the results of operations of such craft beer brands through the dates of these divestitures.

The Craft Beer Divestitures are consistent with our strategic focus on continuing to grow our high-end imported beer brands through maintenance of leading margins and enhancements to our results of operations.

*Daleville Facility sale*

In May 2023, we sold the Daleville Facility in connection with our decision to exit the craft beer business.

Prior to the completion of the SVEDKA Divestiture, we recorded the results of operations of the SVEDKA brand in the Wine and Spirits segment.

For Fiscal 2025, we recognized a $266.0 million net gain in connection with this divestiture which was included in gain (loss) on sale of business within our consolidated results.

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

These losses from impairment and on securities measured at fair value were included in income (loss) from unconsolidated investments within our consolidated results for the respective periods.

In October 2023, we exited one of these equity method investments in exchange for a note receivable.

*Canopy investment*

We have an investment in Canopy, a North American cannabis and CPG company providing medical and adult-use cannabis products, which provides us an investment interest in a business in adjacent categories.

In April 2024, we elected to convert our 17.1 million Canopy common shares into Exchangeable Shares on a one-for-one basis.

Additionally, in April 2024, we exchanged 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.

We concluded an impairment did exist, and accordingly, the Exchangeable Shares were written down to their estimated fair value, resulting in a $76.1 million total impairment for Fiscal 2025.

*Canopy Equity Method Investment —*

To manage the volatility relating to these risks, we periodically purchase and/or sell derivative instruments including foreign currency forward and option contracts, commodity swap contracts, [added: cross-currency swap contracts,] interest rate swap contracts, and Pre-issuance hedge contracts.

[removed: *Foreign] [added: Foreign] currency and commodity price [removed: risk*][added: risk]

Foreign currency derivative instruments are or may be used to hedge existing foreign currency denominated assets and liabilities, forecasted foreign currency denominated sales/purchases to/from third parties as well as intercompany sales/purchases, intercompany principal and interest payments, and in connection with investments, acquisitions, or divestitures outside the U.S. As of February 28, [removed: 2025,] [added: 2026,] we had exposures to foreign currency risk primarily related to the Mexican peso, [removed: Canadian dollar,] New Zealand dollar, [added: Canadian dollar,] and euro.

Approximately [removed: 100% of our balance sheet exposures and 72%] [added: 79%] of our forecasted transactional exposures for the year ending February 28, [removed: 2026,] [added: 2027,] were hedged as of February 28, [removed: 2025.][added: 2026.]

As of February 28, [removed: 2025,] [added: 2026,] exposures to commodity price risk which we are currently hedging include aluminum, corn, diesel fuel, and natural gas prices.

[removed: Approximately 63%] [added: As] of [added: February 28, 2026, 73% of] our forecasted transactional exposures for the year ending February 28, [removed: 2026,] [added: 2027,] were [removed: hedged as of February 28, 2025.][added: hedged.]

| | | | February 28, [removed: 2025] [added: 2026] | | | | | | February [removed: 29, 2024] [added: 28, 2025] | | | | | | February 28, [removed: 2025] [added: 2026] | | | | | | February [removed: 29, 2024] [added: 28, 2025] | | | | | | February 28, [removed: 2025] [added: 2026] | | | | | | February [removed: 29, 2024] [added: 28, 2025] | | |

| Foreign currency contracts | | | $ | [removed: 3,221.8] [added: 2,603.1] | | | | | $ | [removed: 2,781.5] [added: 3,221.8] | | | | | $ | [removed: 20.6] [added: 333.6] | | | | | $ | [removed: 305.8] [added: 20.6] | | | | | $ | [removed: (213.7)] [added: (185.2)] | | | | | $ | [removed: (179.4)] [added: (213.7)] | |

| Commodity derivative contracts | | | $ | [removed: 322.1] [added: 335.5] | | | | | $ | [removed: 397.5] [added: 322.1] | | | | | $ | [removed: (3.2)] [added: 23.8] | | | | | $ | [removed: (29.8)] [added: (3.2)] | | | | | $ | [removed: 28.5] [added: (32.1)] | | | | | $ | [removed: 32.1] [added: 28.5] | |

[removed: *Interest] [added: Interest] rate [removed: risk*][added: risk]

As of February 28, [added: 2026, and February 28,] 2025, we had [removed: $275.0] [added: $50.0] million [added: and $275.0 million, respectively,] of outstanding cash flow designated, Pre-issuance hedge contracts designed to minimize interest rate volatility on our future debt [removed: issuances.]

There were no other cash flow designated or undesignated interest rate swap contracts [removed: or Pre-issuance hedge contracts] outstanding as of February 28, [removed: 2025,] [added: 2026] or February [removed: 29, 2024.][added: 28, 2025.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 53] [added: 54] | | |

| PART II | | | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

| Fixed interest rate debt | | | $ | [removed: 10,758.7] [added: 10,361.1] | | | | | $ | [removed: 11,717.8] [added: 10,758.7] | | | | | $ | [removed: (9,990.0)] [added: (9,858.2)] | | | | | $ | [removed: (10,775.8)] [added: (9,990.0)] | | | | | $ | [removed: (533.7)] [added: (528.2)] | | | | | $ | [removed: (604.8)] [added: (533.7)] | |

| Pre-issuance hedge contracts | | | $ | [removed: 275.0] [added: 50.0] | | | | | $ | [removed: —] [added: 275.0] | | | | | $ | [removed: 2.2] [added: —] | | | | | $ | [removed: —] [added: 2.2] | | | | | $ | [removed: 15.7] [added: 4.0] | | | | | $ | [removed: —] [added: 15.7] | |

A 1% hypothetical change in the prevailing interest rates would have increased interest expense on our variable interest rate debt by [removed: $5.3] [added: $2.8] million and [removed: $7.1] [added: $5.3] million for the years ended February 28, [removed: 2025,] [added: 2026,] and February [removed: 29, 2024,] [added: 28, 2025,] respectively.

For additional discussion on our market risk, refer to Notes [removed: 6] [added: 7] and [removed: 7.][added: 8.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 54] [added: 55] | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

These risks may be influenced by, among other factors, trade policies, tariffs, and foreign or domestic legal and regulatory requirements.

We aim to hedge 100% of our balance sheet exposures.

| Net investment hedge contracts | | | $ | 145.5 | | | | | $ | — | | | | | $ | (6.7) | | | | | $ | — | | | | | $ | 14.6 | | | | | $ | — | |

issuances.

| | | | February 28, 2026 | | | | | | February 28, 2025 | | | | | | February 28, 2026 | | | | | | February 28, 2025 | | | | | | February 28, 2026 | | | | | | February 28, 2025 | | |

We are an international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy with powerful, consumer-connected, high-quality brands like Modelo Especial, Corona Extra, Pacifico, [removed: Robert Mondavi Winery,] [added: Victoria,] Kim Crawford, [added: Ruffino,] The Prisoner Wine Company, [removed: High West, Casa Noble, and] [added: Robert Mondavi Winery,] Mi [removed: CAMPO.][added: CAMPO, and High West.]

In the U.S., we are one of the top [removed: growth contributors at retail] [added: dollar share gainers] among beverage alcohol suppliers.

We are also the second-largest beer company and have the #1 beer brand, Modelo Especial, in dollar sales in the U.S. We continued to strengthen our leadership position in the U.S. beer market as the #1 [added: dollar] share gainer in the [removed: high-end beer segment and the] overall U.S. beer [removed: market.][added: market, and the #2 dollar share gainer in the high-end.]

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

The strength of our brands makes us a supplier of choice to many of our consumers and our [removed: customers,] [added: Customers,] which include wholesale [removed: distributors, retailers,] [added: distributors] and [removed: on-premise locations.][added: retailers.]

- continue [removed: building] [added: to build] strong brands [added: that] people love with advantaged routes to market;

- deliver on impactful ESG initiatives that we believe are not only good business, but also good for the [removed: world; and][added: world.]

- empower the whole enterprise to achieve best-in-class operational [removed: efficiency.][added: efficiency; and]

We place focus on positioning our portfolio on higher-margin, higher-growth categories of the beverage alcohol industry to align with our strategy to address consumer-led premiumization, product, and purchasing trends, which we anticipate will continue to drive [removed: faster relative] [added: stronger] growth rates [removed: across beer, wine, and spirits.][added: relative to the industry.]

To continue capitalizing on consumer-led premiumization trends, become more competitive, and [added: aim to] grow our business, we have employed a strategy dedicated to organic growth and supplemented by targeted investments and acquisitions.

[removed: We intend for our multi-year Digital Business Acceleration initiative to enable us to drive] [added: Our ongoing digital acceleration initiatives are aimed at driving] results by enhancing our technology capabilities in key areas.

[removed: We] [added: Additionally, we] believe our continued focus on maintaining a strong balance sheet provides a solid financial foundation to support our broader strategic initiatives.

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 1] [added: 1] | | |

| PART I | | | ITEM 1. BUSINESS | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

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

In Fiscal [removed: 2026,] [added: 2027,] we intend to [added: continue to] increase distribution for key brands, optimize growth through differentiated brand positioning, price pack architecture, and market [removed: prioritization,] [added: prioritization] as well as [removed: continue to] invest in the next phase of modular capacity additions necessary to support our [removed: ongoing] [added: anticipated future] growth.

In connection with executing our strategy as outlined above, during Fiscal [removed: 2025] [added: 2026] we completed the following [removed: transactions:][added: transaction:]

[removed: | *Beer segment* | | | | | | | | | | | | | | | | | |][added: Beer segment]

| [removed: *Wine] [added: Wine] and Spirits [removed: segment*] [added: segment] | | | | | | | | | | | | | | | | | |

[removed: | *Corporate] [added: Corporate] Operations and Other [removed: segment* | | | | | | | | | | | | | | | | | |][added: segment]

For further information about our significant Fiscal [removed: 2025,] [added: 2026,] Fiscal [removed: 2024,] [added: 2025,] and Fiscal [removed: 2023] [added: 2024] transactions, refer to (i) “Overview” within MD&A and (ii) Note 2.

The business segments reflect how our operations are managed, how resources are [added: allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 2] [added: 2] | | |

| | | | For the Years Ended | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | February 28, [removed: 2025 | | | | | |] [added: 2026] | | | | | | February [removed: 29, 2024 | | | | | | | | | | | | | | | | | |] [added: 28, 2025] | | |

| (in millions) | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Beer | | | $ | [removed: 8,539.8 | | | | | |] [added: 8,315.2] | | | | | $ | [removed: 8,162.6 | | | | | | | | | | | | | | | | | |] [added: 8,539.8] | |

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

| Wine | | | [removed: 1,450.1 | | | | | | | | | | | | 1,552.1 | | | | | | | | | | | |] [added: 700.4] | | | | | | [added: 1,450.1] | | |

| Spirits | | | [removed: 218.8 | | | | | | | | | | | | 247.1 | | | | | | | | | | | |] [added: 123.4] | | | | | | [added: 218.8] | | |

| Total Wine and Spirits | | | [removed: 1,668.9 | | | | | | | | | | | | 1,799.2 | | | | | | | | | | | |] [added: 823.8] | | | | | | [added: 1,668.9] | | |

| Consolidated [removed: Net Sales] [added: net sales] | | | $ | [removed: 10,208.7 | | | | | |] [added: 9,139.0] | | | | | $ | [removed: 9,961.8 | | | | | | | | | | | | | | | | | |] [added: 10,208.7] | |

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

We are also [removed: the] [added: a] leader in the high-end segment of the U.S. beer market, which includes the imported and ABA categories.

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

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

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

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

In our wine and spirits business, we have repositioned the portfolio to exclusively higher-end brands that we believe are better positioned for long-term growth.

With this portfolio and our continued focus on operational efficiencies, we remain committed to improving margins and driving growth.

We intend to expand our brands across U.S. wholesale, international markets, and DTC channels (including hospitality) to maximize our total addressable market opportunity by leveraging our global, omni-channel capabilities.

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

|  | | | 2025 Wine Divestitures | | | | | | June 2025 | | | | | | Sold and, in certain instances, exclusively licensed the trademarks of a portion of our wine and spirits business, primarily centered around our then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices; supported our focus on consumer-led premiumization trends and meeting the evolving needs of consumers. | | |

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

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

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

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

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| Pacifico Brand | | | | | | Victoria Brand Family | | | | | | | | | | | | | | | | | | | | | | | |

| Pacifico | | | | | | Victoria | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Vicky Chamoy | | | | | | | | | | | | | | | | | | | | | | | |

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

During Fiscal 2026, we spent more than $700 million on modular capacity addition activities which continue at our breweries to support expected future business needs.

In Fiscal 2027, we expect to spend approximately $800 million

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

for capital expenditures almost entirely focused on these activities.

Following the successful launch, we are planning another limited time offering of Modelo Noche Especial during the fall season of Fiscal 2027.

Additionally, in Fiscal 2027, we launched Modelo Chelada Suprema, an 8% ABV, single-serve featuring mangonada and tropical flavors.

In Fiscal 2026, the broader wine category continued to experience deceleration.

We have been implementing actions intended to address these challenges, including portfolio repositioning, operational efficiency initiatives, and tactical measures designed to support improved business performance.

While the timing and impact of these efforts remains subject to various risks and uncertainties, we believe these actions can better position our wine and spirits business for potential longer-term improvements in net sales and operational performance.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

We currently operate two breweries located in Nava and Obregón, with a third brewery under construction in Veracruz.

Ongoing modular capacity additions at our breweries ensure we can meet current demand and are well-positioned to accommodate the anticipated future growth of our high-end beer brands.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

to, among other matters, changes in officers or directors, ownership, or control; safety; employment; discrimination; privacy and data protection; cybersecurity; anti-bribery and anti-corruption; and competition.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

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

In Fiscal 2026, we spent over $15 million in development and training costs.

| PART I | | | ITEM 1. BUSINESS | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| $8.4 million | | |

|  Nicholas I. Fink Age 51 | | | President and Chief Executive Officer Mr. Fink has served as President and Chief Executive Officer of the Company since April 2026 and as a director since January 2021. Prior to his current role he served as Chief Executive Officer of Fortune Brands from January 2020 to March 2026; as President and Chief Operating Officer of Fortune Brands from March 2019 to January 2020; as President of Fortune Brands’ Water Innovations group from July 2016 to March 2019; and as Senior Vice President of Global Growth and Development of Fortune Brands from June 2015 to July 2016. Prior to that, he served in a number of senior leadership roles at Beam Suntory, Inc. (now known as Suntory Global Spirits), a global spirits company, including as President, Asia Pacific and South America and Senior Vice President, Chief Strategy Officer. | | |

This dedication is what has driven us to become one of the fastest-growing, large CPG companies in the U.S. at retail.

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 our wine and spirits business, we continue to focus on delivering growth and improving margins beyond Fiscal 2026 by driving our higher-end brands and operating efficiencies.

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.

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

|  | | | 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. | | |

|  | | | Sea Smoke acquisition | | | | | | June 2024 | | | | | | Acquisition of a luxury wine brand and vineyards; supported our focus on consumer-led premiumization trends and meeting the evolving needs of consumers. | | |

|  | | | 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. | | |

allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting.

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*Beer segment*

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During Fiscal 2025, we spent nearly $940 million on (i) planned expansions and execution of optimization initiatives and (ii) ongoing construction of the Veracruz Brewery.

Expansion, optimization, and/or construction activities continue at our breweries in Mexico to support expected future business needs.

We expect to spend approximately $2 billion over Fiscal 2026 through Fiscal 2028 largely on such activities.

U.S. beer market.

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

In Fiscal 2026, we launched Corona Sunbrew nationwide.

(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.

In Fiscal 2025, the broader wine category continued to experience deceleration in both the U.S. wholesale and international markets, particularly in the lower price point segments of the category.

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.

We continue to believe that beyond Fiscal 2026 our wine and spirits business will return to net sales growth supported by our continued efforts to better align our portfolio with our focus on broader consumer-led premiumization trends, expand our omni-channel capabilities, and extend into select international markets.

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.

*Corporate Operations and Other segment*

As of February 28, 2025, our production capacity at our Mexican breweries was approximately 48 million hectoliters.

By the end of Fiscal 2028, we expect to increase our capacity in Mexico to approximately 55 million hectoliters to support the growth of our high-end beer brands through continued expansion, optimization, and/or construction activities at our Mexican breweries.

For further information on these expansion, optimization, and/or construction activities, refer to (i) MD&A and (ii) Note 5.

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

This acreage supplied only a small percentage of our overall total grape needs for wine production.

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

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

In Fiscal 2025, we (i) spent over $17 million in development and training costs, including the delivery of six executive, leadership, and other development programs as well as leadership coaching workshops for nearly 350 of our people leaders and (ii) produced approximately 400 matched relationships under our formal career development mentoring program.

| $8.0 million | | |

For [added: additional] information regarding Legal Proceedings, see Risk Factors and Note [removed: 16.][added: 17.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 30] [added: 31] | | |

| PART [removed: II] [added: I] | | | OTHER KEY INFORMATION | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

On February 18, 2025, a purported stockholder of the Company filed a putative class action in the United States District Court for the Western District of New York captioned *Meza v.

Constellation Brands, Inc., et al.*, Case No. 6:25-cv-6107 (W.D.N.Y.).

The complaint names as defendants the Company, our former President and Chief Executive Officer, and our Executive Vice President and Chief Financial Officer, and asserts claims for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder arising from allegedly materially false or misleading statements or omissions of purportedly material fact concerning, among other things, the Company’s strategies intended to improve the performance of our Wine and Spirits business.

On July 17, 2025, an amended complaint was filed in the *Meza* litigation.

The amended complaint asserts the same causes of action against the same defendants, but alleges materially false or misleading statements or omissions of purportedly material fact concerning, among other things, the prospects of our beer business.

The amended complaint does not allege misstatements or omissions regarding our wine and spirits business.

The amended complaint seeks, among

other relief, alleged damages in an unspecified amount, attorneys’ fees, and costs.

On September 17, 2025, the Company and the other defendants filed a motion to dismiss the amended complaint, which motion was fully briefed as of December 12, 2025 and remains pending.

On March 24, 2025, a purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned *Silva v.

Newlands, et al.*, Case No. 1:25-cv-254 (W.D.N.Y.); on April 21, 2025, a second purported stockholder of the Company filed a complaint in the United States District Court for the Western District of New York captioned *Mason v.

Newlands, et al.*, Case No. 1:25-cv-00353 (W.D.N.Y.); and on June 24, 2025, a third purported stockholder of the Company filed a complaint in the United States District Court for the District of Delaware captioned *Wasserman v.

Baldwin, et al.*, Case No. 1:25-cv-779 (D.

Del.).

These derivative complaints each seek to assert claims arising under the Exchange Act and state common law, derivatively on behalf of the Company, against current and former directors and officers of the Company.

None of the plaintiffs made a pre-suit demand on our Board of Directors, instead each alleging that the pre-suit demand requirement should be excused as purportedly futile.

The claims asserted in these derivative complaints arise from substantially the same allegations made in the first *Meza* complaint.

On May 27, 2025, the United States District Court for the Western District of New York entered an order consolidating the *Silva* and *Mason* litigations and staying proceedings pending the entry of a final judgment in *Meza*.

On August 8, 2025, the plaintiff in the *Wasserman* litigation filed a notice and proposed order voluntarily dismissing that litigation, which was so ordered by the United States District Court for the District of Delaware on August 14, 2025.

| | | | | | |

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| Constellation Brands, Inc. FY 2026 Form 10-K | | | #WORTHREACHINGFOR I 32 | | |

| | | | | | | | | |

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

| PART II | | | OTHER KEY INFORMATION | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

PART II

For the fiscal year ended February 28, [removed: 2025][added: 2026]

[removed: ][added: ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing sales price of the registrant’s Class A Common Stock as reported on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $38.5] [added: $24.9] billion.

| The number of shares outstanding with respect to each of the classes of common stock of Constellation Brands, Inc., as of April [removed: 16, 2025,] [added: 17, 2026,] is set forth below: | | | | | |

| Class [removed: A] [added: 1] Common Stock, par value $.01 per share | | | [removed: 177,993,028] [added: 25,923] | | |

| Class [removed: 1] [added: A] Common Stock, par value $.01 per share | | | [removed: 27,167] [added: 172,172,544] | | |

Portions of the Proxy Statement of Constellation Brands, Inc. to be [removed: issued] [added: filed] for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference in Part III to the extent described therein.

| FORWARD-LOOKING STATEMENTS | | | | | | [removed: [i](#i9c8c31c46c2248d094a041aab3d4d9ad_10)] [added: [i](#i36927b1cc69d49f4a42b0c67515efbc2_10)] | | |

| DEFINED TERMS | | | | | | [removed: [iii](#i9c8c31c46c2248d094a041aab3d4d9ad_13)] [added: [iii](#i36927b1cc69d49f4a42b0c67515efbc2_13)] | | |

| Item 1. | | | Business | | | [removed: [1](#i9c8c31c46c2248d094a041aab3d4d9ad_22)] [added: [1](#i36927b1cc69d49f4a42b0c67515efbc2_1815)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [13](#i9c8c31c46c2248d094a041aab3d4d9ad_28)] [added: [14](#i36927b1cc69d49f4a42b0c67515efbc2_25)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [28](#i9c8c31c46c2248d094a041aab3d4d9ad_34)] [added: [29](#i36927b1cc69d49f4a42b0c67515efbc2_46)] | | |

| Item 2. | | | Properties | | | [removed: [30](#i9c8c31c46c2248d094a041aab3d4d9ad_37)] [added: [31](#i36927b1cc69d49f4a42b0c67515efbc2_49)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [30](#i9c8c31c46c2248d094a041aab3d4d9ad_43)] [added: [31](#i36927b1cc69d49f4a42b0c67515efbc2_52)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | [removed: [31](#i9c8c31c46c2248d094a041aab3d4d9ad_52)] [added: [33](#i36927b1cc69d49f4a42b0c67515efbc2_61)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [32](#i9c8c31c46c2248d094a041aab3d4d9ad_58)] [added: [34](#i36927b1cc69d49f4a42b0c67515efbc2_64)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [53](#i9c8c31c46c2248d094a041aab3d4d9ad_76)] [added: [54](#i36927b1cc69d49f4a42b0c67515efbc2_82)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [55](#i9c8c31c46c2248d094a041aab3d4d9ad_79)] [added: [56](#i36927b1cc69d49f4a42b0c67515efbc2_85)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [106](#i9c8c31c46c2248d094a041aab3d4d9ad_217)] [added: [108](#i36927b1cc69d49f4a42b0c67515efbc2_214)] | | |

| Item 9B. | | | Other Information | | | [removed: [106](#i9c8c31c46c2248d094a041aab3d4d9ad_220)] [added: [108](#i36927b1cc69d49f4a42b0c67515efbc2_217)] | | |

| Item 10. | | | Directors, Executive Officers, and Corporate Governance | | | [removed: [107](#i9c8c31c46c2248d094a041aab3d4d9ad_226)] [added: [109](#i36927b1cc69d49f4a42b0c67515efbc2_223)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [107](#i9c8c31c46c2248d094a041aab3d4d9ad_229)] [added: [109](#i36927b1cc69d49f4a42b0c67515efbc2_226)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [107](#i9c8c31c46c2248d094a041aab3d4d9ad_232)] [added: [109](#i36927b1cc69d49f4a42b0c67515efbc2_229)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [108](#i9c8c31c46c2248d094a041aab3d4d9ad_235)] [added: [110](#i36927b1cc69d49f4a42b0c67515efbc2_232)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [108](#i9c8c31c46c2248d094a041aab3d4d9ad_238)] [added: [110](#i36927b1cc69d49f4a42b0c67515efbc2_235)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [109](#i9c8c31c46c2248d094a041aab3d4d9ad_244)] [added: [111](#i36927b1cc69d49f4a42b0c67515efbc2_241)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [109](#i9c8c31c46c2248d094a041aab3d4d9ad_247)] [added: [111](#i36927b1cc69d49f4a42b0c67515efbc2_244)] | | |

*Market positions and industry data discussed in this Form 10-K are as of calendar [removed: 2024] [added: 2025] and have been obtained or derived from industry and government publications and our estimates.

The industry and government publications include: Beer Marketers Insights; Beverage Information Group; Impact Databank Review and Forecast; International Wine and Spirits Research (IWSR); [removed: Circana;] [added: Circana™;] Beer Institute; and National Alcohol Beverage Control Association.

“Business” and [removed: Item 7.][added: MD&A regarding:*]

[removed: “Management’s] [added: | MD&A | | | | | | Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations” regarding:*][added: Operations under Part II — Item 7. of this Form 10-K | | |]

*◦our [removed: mission, core values,] [added: mission and] business strategy, including our strategic vision, growth plans, [added: digital acceleration initiatives,] and [removed: Digital Business Acceleration initiatives;*][added: focus on maintaining a strong balance sheet;*]

*◦our beer [removed: expansion, optimization, and/or construction] [added: modular capacity addition] activities, including anticipated scope, capacity, costs, capital expenditures, and timeframes for [removed: completion;*][added: completion, and associated opportunities;*]

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

*◦the [removed: condition, working order,] [added: condition] and [removed: planned divestiture of certain] [added: working order] of our [removed: facilities;*][added: facilities, and the expected commencement of production at the Veracruz Brewery;*]

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

*◦the [added: dynamic and] evolving consumer [removed: demand] environment and trends, [removed: non-structural] socioeconomic factors, including subdued spend, [added: depressed sentiment,] value-seeking behaviors, and reductions in [removed: 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, [removed: and] geopolitical [removed: events,* a*s well as retailer destocking impacting our wine] [added: events] and [removed: spirits business,] [added: tensions, wars,] and [added: military conflicts, including the conflict in the Middle East, and] our responses thereto;*

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: i] [added: i] | | |

[removed: *uncertainties] [added: In addition to the risks and uncertainties] of ordinary business operations and conditions in the general economy and markets in which we compete, our forward-looking statements contained in this Form 10-K are also subject to the risk, uncertainty, and possible variance from our current expectations regarding:*

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

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

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

[removed: *•water,] [added: *•supply of quality water,] agricultural and other raw [removed: material,] [added: materials, certain raw] and packaging [removed: material supply, production, and/or transportation difficulties, disruptions,] [added: materials purchased under supply contracts, supply chain disruptions] and [removed: impacts, including] [added: other factors, and] limited groups of certain suppliers;*

*•operational disruptions or catastrophic loss to our breweries, wineries, other [removed: production] facilities, or distribution systems;*

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

[removed: *•contamination] [added: *•food safety] and [removed: degradation of] [added: quality, including contamination and] product [removed: quality] [added: degradation] from diseases, pests, weather, and other conditions;*

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

*•our indebtedness and [added: credit ratings,] interest rate [removed: fluctuations;*][added: fluctuations, and credit market disruptions or volatility;*]

*•our international operations, worldwide and regional economic trends and financial market conditions, geopolitical uncertainty, [added: including as a result of the conflict in the Middle East,] or other governmental rules and regulations;*

*•class action or other litigation we face or may face, including relating to alleged securities law violations, abuse or misuse of our products, product liability, marketing or sales practices, [removed: including product labeling,] or other matters;*

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

[removed: “Risk Factors”] and elsewhere in this Form 10-K and in our other filings with the SEC.*

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: ii] [added: ii] | | |

| [removed: Term] [added: TERM] | | | | | | [removed: Meaning] [added: MEANING] | | |

| [removed: $] [added: $] | | | | | | U.S. dollars | | |

| [removed: 10b5-1] [added: 10b5-1] Trading [removed: Plan] [added: Plan] | | | | | | a pre-arranged trading plan [added: for our open market purchases of Class A Stock,] intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act | | |

| [removed: 2018 Authorization] [added: 2021 Authorization] | | | | | | authorization to repurchase up to [removed: $3.0] [added: $2.0] billion of our publicly traded common stock, approved by our Board of Directors in January [removed: 2018] [added: 2021] and fully utilized during Fiscal [removed: 2023] [added: 2025] | | |

| [removed: 2021 Authorization] [added: 2025 Authorization] | | | | | | authorization to repurchase up to [removed: $2.0] [added: $4.0] billion of our publicly traded common stock, approved by our Board of Directors in [removed: January 2021 and fully utilized during Fiscal] [added: April] 2025 | | |

| [removed: 2022] [added: 2025] Credit [removed: Agreement] [added: Agreement] | | | | | | [removed: tenth] [added: eleventh] amended and restated credit agreement, dated as of April [removed: 14, 2022,] [added: 28, 2025, that] provides for [removed: an] [added: a $2.25 billion] aggregate revolving credit facility [removed: of $2.25 billion, inclusive of October 2022 Credit Agreement Amendment] | | |

| [removed: 2022] [added: 2025] Restatement [removed: Agreement] [added: Agreement] | | | | | | restatement agreement, dated as of April [removed: 14, 2022,] [added: 28, 2025,] that amended and restated our [removed: ninth] [added: tenth] amended and restated credit agreement, dated as of [removed: March 26, 2020,] [added: April 14, 2022,] which was our then-existing senior credit facility [removed: as of February 28, 2022] | | |

| INDEX TO EXHIBITS | | | | | | [112](#i36927b1cc69d49f4a42b0c67515efbc2_247) | | |

| SIGNATURES | | | | | | [118](#i36927b1cc69d49f4a42b0c67515efbc2_250) | | |

*◦our focus on upholding our leadership position in the U.S. beer market, growing our high-end imported beer brands through maintenance of leading margins, enhancing our results of operations and operating cash flow, and exploring new avenues for growth, including increasing distribution for key brands and optimizing growth through differentiated brand positioning, price pack architecture, and market prioritization;*

*◦our repositioned wine and spirits portfolio that we believe is positioned for long-term growth, focus on operational efficiencies and tactical measures, and commitment to improving margins, increasing distribution for key brands, and optimizing growth, as well as expanding our supply channels to maximize our total addressable market opportunity;*

*◦developments in international trade relations, including changes to trade and tariff policies and regulations, and alterations of the global trade environment;*

*•our President and Chief Executive Officer transition;*

*•dependence on limited facilities for production of our beer brands and impacts from our Brewery Projects;*

| 4.80% May 2025 Senior Notes | | | | | | $500.0 million aggregate principal amount of senior notes issued in May 2025 | | |

| 4.95% October 2025 Senior Notes | | | | | | $500.0 million aggregate principal amount of senior notes issued in October 2025 | | |

| TERM | | | | | | MEANING | | |

| 5.00% February 2023 Senior Notes | | | | | | $500.0 million principal amount of 5.00% senior notes issued in February 2023, now fully redeemed | | |

| 5% Threshold | | | | | | a number of shares of Class A Stock equal to 9,239,463.1, as may be adjusted by any stock dividend, stock distribution, stock split, stock combination or similar transaction | | |

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| CircanaTM | | | | | | Industry market research publication used by consumer packaged goods companies | | |

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| 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;*

*◦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*

*•dependence on limited facilities for production of our Mexican beer brands, including beer operations expansion, optimization, and/or construction activities, scope, capacity, supply, costs (including impairments), capital expenditures, and timing;*

| 2022 Wine Divestiture | | | | | | sale of certain mainstream and premium wine brands and related inventory on October 6, 2022 | | |

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

| 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 | | |

| April 2022 Term Credit Agreement | | | | | | amended and restated term loan credit agreement, dated as of March 26, 2020, that provided for aggregate facilities of $491.3 million, consisting of a five-year term loan facility, inclusive of amendments dated as of June 10, 2021, and April 14, 2022, now repaid in full | | |

| C$ | | | | | | Canadian dollars | | |

| Canopy Debt Securities | | | | | | debt securities issued by Canopy in June 2018, no longer outstanding | | |

| current Mexican breweries | | | | | | the Nava Brewery and the Obregón Brewery, collectively | | |

| Daleville Facility | | | | | | production facility located in Roanoke, Virginia, sold in May 2023 | | |

| Digital Business Acceleration | | | | | | a multi-year initiative by the Company to create a cohesive digital strategy and build an advanced digital business | | |

| Effective Time | | | | | | the time that the Amended and Restated Charter was duly filed with the Secretary of State of the State of Delaware on November 10, 2022 | | |

| Lender | | | | | | Bank of America, N.A., as lender for the April 2022 Term Credit Agreement | | |

| LIBOR | | | | | | London Interbank Offered Rate | | |

| MD&A | | | | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II — Item 7. of this Form 10-K | | |

| October 2022 Credit Agreement Amendment | | | | | | amendment dated as of October 18, 2022, to the 2022 Credit Agreement, effective in April 2024 | | |

| Reclassification | | | | | | the reclassification, exchange, and conversion of the Company’s common stock to eliminate the Class B Stock pursuant to the terms and conditions of the Reclassification Agreement | | |

| Registration Rights Agreement | | | | | | Registration Rights Agreement, dated as of November 10, 2022, by and among the Company and the Sands Family Stockholders | | |

| WildStar | | | | | | WildStar Partners LLC | | |

We maintain an IRP, which provides a set of core practices and procedures when responding to certain high-risk information security threats and incidents, and a CMP, which is designed to ensure appropriate resources are utilized to provide an effective, timely, and coordinated response in managing crises, including significant cyber threats and [removed: incidents.]

Among other things, the IRP sets forth roles and responsibilities in connection with detecting, assessing, and mitigating cybersecurity incidents and outlines applicable communication and escalation [added: protocols.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 28] [added: 29] | | |

| PART I | | | OTHER KEY INFORMATION | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

Our CISO has more than 25 years of technology experience across various disciplines, including [added: more than] 15 years of experience as a CISO in the financial, manufacturing, and CPG industries.

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

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 29] [added: 30] | | |

incidents.

| PART I | | | OTHER KEY INFORMATION | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

protocols.

As of February 28, [removed: 2025,] [added: 2026,] our principal physical properties by segment, all of which are owned unless otherwise noted, consist of:

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

| Breweries •Nava Brewery in Nava •Obregón Brewery in Obregón [added: •Veracruz Brewery in Veracruz (1)] Warehouse, distribution, and other production facilities •Glass Plant in Nava •Warehouse in Arlington, Texas [removed: (1)] [added: (2)] •Warehouse in Hutchins, Texas [removed: (1)] [added: (2)] •Warehouse in Jacksonville, Florida [removed: (1)] [added: (2)] •Warehouse in Jurupa Valley, California [removed: (1)] [added: (2)] | | | | | | | | | Wineries [removed: •Gonzales Winery in Gonzales, California (2)] •Kim Crawford Winery in Marlborough, New Zealand [removed: •Mission Bell Winery] [added: •The Prisoner Wine Company] in [removed: Madera,] [added: St. Helena,] California [removed: •Woodbridge] [added: •Robert Mondavi] Winery in [removed: Acampo,] [added: Oakville,] California [removed: (2)] Warehouse, distribution, and other production facilities •Lodi Distribution Center in Lodi, California •Pontassieve Winery in Florence, Italy | | | | | |

[removed: (1)This] [added: (2)This] is a leased facility.

Within our Wine and Spirits segment, as of February 28, [removed: 2025,] [added: 2026,] we owned, leased, or had interests in approximately [removed: 9,900] [added: 6,300] acres of vineyards in [removed: the U.S., 6,600] [added: New Zealand, 2,300] acres of vineyards in [removed: New Zealand,] [added: the U.S.,] and [removed: 1,500] [added: 1,400] acres of vineyards in Italy.

(1)Initial production is expected to commence around the middle of Fiscal 2027.

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

(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.

At April [removed: 16, 2025,] [added: 17, 2026,] the number of holders of record of our Class A Stock and Class 1 Stock were [removed: 459] [added: 441] and [removed: 19,] [added: 18,] respectively.

For information regarding dividends and share repurchase programs, see (i) MD&A and (ii) Note [removed: 17.][added: 18.]

(1)In [removed: November 2023,] [added: April 2025,] we announced that our Board of Directors authorized the repurchase of up to [removed: $2.0] [added: $4.0] billion of our publicly traded common stock under the [removed: 2023] [added: 2025] Authorization.

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

Subsequent to February 28, [removed: 2025,] [added: 2026,] we repurchased [removed: 494,094] [added: 641,481] shares of Class A Stock pursuant to the 2025 Authorization at an average cost of [removed: $185.53] [added: $153.86] per share through open market [removed: transactions.][added: transactions and a 10b5-1 Trading Plan.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 31] [added: 33] | | |

| PART II | | | ITEM 7. MD&A | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

| December 1 – 31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,175.9 | |

| January 1 – 31, 2026 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,175.9 | |

| February 1 – 28, 2026 | | | | | | 646,824 | | | | | | $ | 154.60 | | | | | 646,824 | | | | | | $ | 3,075.9 | |

| Total | | | | | | 646,824 | | | | | | $ | 154.60 | | | | | 646,824 | | | | | | | | |

As of April 17, 2026, $2,977.2 million remains available for future share repurchases under the 2025 Authorization.

| 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 | | | | | | | | |

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

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.

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

| Management’s Annual Report on Internal Control Over Financial Reporting | | | | | | | | | [removed: [56](#i9c8c31c46c2248d094a041aab3d4d9ad_82)] [added: [57](#i36927b1cc69d49f4a42b0c67515efbc2_88)] | | |

| Reports of Independent Registered Public Accounting Firm (PCAOB ID 185) | | | | | | | | | [removed: [57](#i9c8c31c46c2248d094a041aab3d4d9ad_85)] [added: [58](#i36927b1cc69d49f4a42b0c67515efbc2_91)] | | |

| Consolidated Balance Sheets | | | | | | | | | [removed: [61](#i9c8c31c46c2248d094a041aab3d4d9ad_91)] [added: [62](#i36927b1cc69d49f4a42b0c67515efbc2_97)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | | | | | | | [removed: [62](#i9c8c31c46c2248d094a041aab3d4d9ad_94)] [added: [63](#i36927b1cc69d49f4a42b0c67515efbc2_100)] | | |

| Consolidated Statements of Changes in Stockholders’ Equity | | | | | | | | | [removed: [63](#i9c8c31c46c2248d094a041aab3d4d9ad_97)] [added: [64](#i36927b1cc69d49f4a42b0c67515efbc2_103)] | | |

| Consolidated Statements of Cash Flows | | | | | | | | | [removed: [64](#i9c8c31c46c2248d094a041aab3d4d9ad_100)] [added: [65](#i36927b1cc69d49f4a42b0c67515efbc2_106)] | | |

| | | | [removed: 1.] [added: 1] | | [added: .] | Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies | | | [removed: [66](#i9c8c31c46c2248d094a041aab3d4d9ad_106)] [added: [67](#i36927b1cc69d49f4a42b0c67515efbc2_112)] | | |

[removed: | | | | 2. | | | Acquisitions, Divestitures, and Restructuring | | | [71](#i9c8c31c46c2248d094a041aab3d4d9ad_112) | | |][added: ACQUISITIONS AND DIVESTITURES]

| [added: Prepaid expenses and other] | | | [removed: 4.] | | | [removed: Prepaid Expenses and Other] | | | [removed: [74](#i9c8c31c46c2248d094a041aab3d4d9ad_121)] [added: 0.5] | | | [added: | | | | | |]

[removed: | | | | 5. | | | Property, Plant,] [added: Property, plant,] and [removed: Equipment | | | [74](#i9c8c31c46c2248d094a041aab3d4d9ad_124) | | |][added: equipment, net]

[removed: | | | | 6. | | | Derivative Instruments | | | [75](#i9c8c31c46c2248d094a041aab3d4d9ad_130) | | |][added: Derivative instruments]

[removed: | | | | 7. | | | Fair Value] [added: Fair value] of [removed: Financial Instruments | | | [78](#i9c8c31c46c2248d094a041aab3d4d9ad_133) | | |][added: financial instruments]

| [added: Intangible assets] | | | [removed: 9.] | | | [removed: Intangible Assets] | | | [removed: [83](#i9c8c31c46c2248d094a041aab3d4d9ad_142)] [added: 127.9] | | | [added: | | | | | |]

| [added: Other accrued expenses and liabilities (1)] | | | [removed: 11.] | | | [removed: Other Accrued Expenses and Liabilities] | | | [removed: [85](#i9c8c31c46c2248d094a041aab3d4d9ad_148)] [added: 33.7] | | | [added: | | | | | |]

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

| | | | [removed: 14.] [added: 15] | | [added: .] | Deferred Income Taxes and Other Liabilities | | | [removed: [93](#i9c8c31c46c2248d094a041aab3d4d9ad_160)] [added: [95](#i36927b1cc69d49f4a42b0c67515efbc2_163)] | | |

| [added: Commitments and contingencies (Note 17)] | | | [removed: 16.] | | | [removed: Commitments and Contingencies] | | | [removed: [95](#i9c8c31c46c2248d094a041aab3d4d9ad_166)] | | |

[removed: | | | | 18. | | | Stock-Based Employee Compensation | | | [99](#i9c8c31c46c2248d094a041aab3d4d9ad_178) | | |][added: Stock-based employee compensation]

[removed: | | | | 19. | | | Net Income (Loss) Per Common Share Attributable] [added: Net income (loss) per common share attributable] to [removed: CBI | | | [102](#i9c8c31c46c2248d094a041aab3d4d9ad_181) | | |][added: CBI]

| [added: Accumulated other comprehensive income (loss)] | | | [removed: 20.] [added: 423.2] | | | [removed: Accumulated Other Comprehensive Income (Loss)] | | | [removed: [103](#i9c8c31c46c2248d094a041aab3d4d9ad_184)] [added: (662.7)] | | |

| | | | [removed: 21.] [added: 22] | | [added: .] | Significant Customers and Concentration of Credit Risk | | | [removed: [104](#i9c8c31c46c2248d094a041aab3d4d9ad_187)] [added: [107](#i36927b1cc69d49f4a42b0c67515efbc2_190)] | | |

| | | | [removed: 22.] [added: 23] | | [added: .] | Business Segment Information | | | [removed: [105](#i9c8c31c46c2248d094a041aab3d4d9ad_196)] [added: [107](#i36927b1cc69d49f4a42b0c67515efbc2_196)] | | |

| | | | [removed: 23.] [added: 24] | | [added: .] | Selected Quarterly Financial Information (unaudited) | | | [removed: [105](#i9c8c31c46c2248d094a041aab3d4d9ad_199)] [added: [107](#i36927b1cc69d49f4a42b0c67515efbc2_199)] | | |

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 55] [added: 56] | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of February 28, [removed: 2025.][added: 2026.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 56] [added: 57] | | |

We have audited Constellation Brands, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of February 28, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 28, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 28, [removed: 2025] [added: 2026] and [removed: February 29, 2024,] [added: 2025,] the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 28, [removed: 2025,] [added: 2026,] and the related notes (collectively, the consolidated financial statements), and our report dated April [removed: 23, 2025] [added: 22, 2026] expressed an unqualified opinion on those consolidated financial statements.

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 57] [added: 58] | | |

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 58] [added: 59] | | |

We have audited the accompanying consolidated balance sheets of Constellation Brands, Inc. and subsidiaries (the Company) as of February 28, [removed: 2025] [added: 2026] and [removed: February 29, 2024,] [added: 2025,] the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 28, [removed: 2025,] [added: 2026,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, [removed: 2025] [added: 2026] and [removed: February 29, 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended February 28, [removed: 2025,] [added: 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 28, [removed: 2025,] [added: 2026,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April [removed: 23, 2025] [added: 22, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial [removed: reporting*.*][added: reporting.]

*Critical Audit [removed: Matters*][added: Matter*]

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

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

FEBRUARY 28, 2026

| | | | 3 | | . | Restructuring | | | [73](#i36927b1cc69d49f4a42b0c67515efbc2_1782) | | |

| | | | 4 | | . | Inventories | | | [74](#i36927b1cc69d49f4a42b0c67515efbc2_124) | | |

| | | | 7 | | . | Derivative Instruments | | | [75](#i36927b1cc69d49f4a42b0c67515efbc2_136) | | |

| | | | 9 | | . | Goodwill | | | [83](#i36927b1cc69d49f4a42b0c67515efbc2_142) | | |

| | | | 11 | | . | Other Assets | | | [84](#i36927b1cc69d49f4a42b0c67515efbc2_148) | | |

| | | | 13 | | . | Borrowings | | | [86](#i36927b1cc69d49f4a42b0c67515efbc2_154) | | |

| | | | 14 | | . | Income Taxes | | | [90](#i36927b1cc69d49f4a42b0c67515efbc2_160) | | |

| | | | 16 | | . | Leases | | | [95](#i36927b1cc69d49f4a42b0c67515efbc2_166) | | |

| | | | 18 | | . | Stockholders' Equity | | | [98](#i36927b1cc69d49f4a42b0c67515efbc2_175) | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

April 22, 2026

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

April 22, 2026

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

| Asset impairment and related expenses | | | (109.8) | | | | | | (478.0) | | | | | | — | | |

| Unrealized net gain (loss) on derivative instruments | | | 277.5 | | | | | | (256.6) | | | | | | 70.0 | | |

| PART II | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | | [Table of Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7) | | |

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| Net income (loss) | | | — | | | | | | — | | | | | | 1,686.7 | | | | | | — | | | | | | — | | | | | | 70.1 | | | | | | 1,756.8 | | |

| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,886.8 | | |

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

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

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

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

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

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

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

| | | | 17. | | | Stockholders' Equity | | | [97](#i9c8c31c46c2248d094a041aab3d4d9ad_172) | | |

April 23, 2025

The following are the primary procedures we performed to address this critical audit matter.

*Fair value of the Wine and Spirits reporting unit*

As discussed in Notes 1, 7, and 8 to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis, or more frequently, if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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.

We identified the evaluation of the fair value of the Wine and Spirits reporting unit as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate the key assumptions used in the discounted cash flow model, including the discount rate, projected revenue growth rates and operating margins, and long-term growth rate.

Changes to these key assumptions could have a significant impact on the fair value of the reporting unit.

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

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including controls related to the determination of the key assumptions used to estimate the fair value of the reporting unit.

We evaluated the Company’s projected revenue growth rates and operating margins by comparing them to the Company’s historical performance and to relevant market data.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

- evaluating the Company’s long-term growth rate by comparing it to market data for long-term industry and economic growth expectations

- evaluating the Company’s discount rate by comparing it to a range of discount rates that were independently developed using publicly available market data for comparable companies.

| Basic – Class A Stock | | | $ | (0.45) | | | | | $ | 9.42 | | | | | $ | (0.11) | |

| Diluted – Class A Stock | | | $ | (0.45) | | | | | $ | 9.39 | | | | | $ | (0.11) | |

| Basic – Class A Stock | | | 181.476 | | | | | | 183.307 | | | | | | 169.337 | | |

| Diluted – Class A Stock | | | 181.476 | | | | | | 183.959 | | | | | | 169.337 | | |

| Class A Stock | | | $ | 4.04 | | | | | $ | 3.56 | | | | | $ | 3.20 | |

| Class B Stock | | | NA | | | | | | NA | | | | | | $ | 2.16 | |

| Unrealized gain (loss) on cash flow hedges | | | (256.6) | | | | | | 70.0 | | | | | | 188.6 | | |

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

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

| | | | Class A | | | | | | Class B | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at February 28, 2022 | | | $ | 1.9 | | | | | $ | 0.3 | | | | | $ | 1,808.9 | | | | | $ | 14,505.4 | | | | | $ | (412.7) | | | | | $ | (4,171.9) | | | | | $ | 315.9 | | | | | $ | 12,047.8 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | (71.0) | | | | | | — | | | | | | — | | | | | | 32.5 | | | | | | (38.5) | | |

| Reclassification payment | | | — | | | | | | — | | | | | | — | | | | | | (1,500.0) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,500.0) | | |

| Retirement of treasury shares | | | — | | | | | | (0.1) | | | | | | — | | | | | | (2.2) | | | | | | — | | | | | | 2.3 | | | | | | — | | | | | | — | | |

| Amortization of debt issuance costs and loss on extinguishment of debt | | | 10.4 | | | | | | 11.7 | | | | | | 34.0 | | |

| Gain (loss) on settlement of Pre-issuance hedge contracts | | | — | | | | | | 1.9 | | | | | | 20.7 | | |

[removed: *Disclosure] [added: Disclosure] controls and [removed: procedures*][added: procedures]

[removed: *Internal] [added: Internal] control over financial [removed: reporting*][added: reporting]

See page [removed: [56](#i9c8c31c46c2248d094a041aab3d4d9ad_82)] [added: [57](#i36927b1cc69d49f4a42b0c67515efbc2_88)] 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: [57](#i9c8c31c46c2248d094a041aab3d4d9ad_85)] [added: [58](#i36927b1cc69d49f4a42b0c67515efbc2_91)] of this Form 10-K for the attestation report of KPMG LLP, our independent registered public accounting firm, which is incorporated herein by reference.

In connection with management’s quarterly evaluation of “internal control over financial reporting” (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)), no changes were identified in our internal control over financial reporting during our fiscal quarter ended February 28, [removed: 2025] [added: 2026] (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 28, [removed: 2025,] [added: 2026,] none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 106] [added: 108] | | |

| PART III | | | OTHER KEY INFORMATION | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

Director and Officer 10b5-1 Trading Arrangements

PART III

[removed: *Securities] [added: Securities] authorized for issuance under equity compensation [removed: plans*][added: plans]

The following table sets forth information with respect to our compensation plans under which our equity securities may be issued, as of February 28, [removed: 2025.][added: 2026.]

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 107] [added: 109] | | |

| PART III | | | OTHER KEY INFORMATION | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

(1)Includes [removed: 253,141] [added: 359,278] shares of unvested performance share units and [removed: 333,985] [added: 411,861] shares of unvested restricted stock units under our Long-Term Stock Incentive Plan.

We currently estimate that [removed: 113,069] [added: 78,338] of the target shares granted will be awarded at [added: 200%, 54,030 of the target shares granted will be awarded at] approximately [removed: 50%] [added: 30%,] and [removed: 27,003] [added: 47,271] of the target shares granted will not be awarded based upon our expectations as of February 28, [removed: 2025,] [added: 2026,] regarding the achievement of specified performance targets.

(3)Includes [removed: 1,044,053] [added: 977,943] shares of Class A Stock under our Employee Stock Purchase Plan remaining available for purchase, of which approximately [removed: 40,500] [added: 29,400] shares are subject to purchase during the current offering period.

| Equity compensation plans approved by security holders | | | | | | 2,774,353 | | | (1) | | | $ | 214.93 | | (2) | | | 9,675,477 | | | (3) | | |

| Total | | | | | | 2,774,353 | | | | | | $ | 214.93 | | | | | 9,675,477 | | | | | |

| 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 | | | | | |

| [removed: Constellation] [added: Constellation] Brands, Inc. FY [removed: 2025] [added: 2026] Form [removed: 10-K] [added: 10-K] | | | [removed: #WORTHREACHINGFOR] [added: #WORTHREACHINGFOR] I [removed: 108] [added: 110] | | |

| PART IV | | | OTHER KEY INFORMATION | | | [Table of [removed: Contents](#i9c8c31c46c2248d094a041aab3d4d9ad_7)] [added: Contents](#i36927b1cc69d49f4a42b0c67515efbc2_7)] | | |

PART IV

Consolidated Balance Sheets – February 28, [removed: 2025,] [added: 2026,] and February [removed: 29, 2024][added: 28, 2025]

Consolidated Statements of Comprehensive Income (Loss) for the years ended February 28, [removed: 2025,] [added: 2026,] February [removed: 29, 2024,] [added: 28, 2025,] and February [removed: 28, 2023][added: 29, 2024]