Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections NA

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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections NA

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

FORWARD-LOOKING STATEMENTS

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

*•*The statements under Item 1. “Business” and MD&A regarding:

*◦*our mission and business strategy, including our strategic vision, growth plans, digital acceleration initiatives, and focus on maintaining a strong balance sheet;

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

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

*◦*our beer modular capacity addition activities, including anticipated scope, capacity, costs, capital expenditures, and timeframes for completion, and associated opportunities;

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

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

*◦*the condition and working order of our facilities, and the expected commencement of production at the Veracruz Brewery;

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

*◦*the dynamic and evolving consumer environment and trends, socioeconomic factors, including subdued spend, depressed sentiment, value-seeking behaviors, and reductions in discretionary income, elevated unemployment, changing prices, inflation, other unfavorable global and regional economic conditions, demographic trends in the U.S., global supply chain disruptions and constraints, geopolitical events and tensions, wars, and military conflicts, including the conflict in the Middle East, and our responses thereto;

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

*◦*expected or potential actions of third parties, including possible changes to laws, rules, and regulations;

*◦*the potential impact of severe weather events or other weather conditions;

*◦*the manner, timing, and duration of the share repurchase program and source of funds for share repurchases;

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

*◦*the statements regarding the impacts of recent accounting pronouncements.

*•*The statements regarding the future reclassification of net gains from AOCI.


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

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

*•*potential declines in the consumption of products we sell and our dependence on sales of our beer brands;

*•*our President and Chief Executive Officer transition;

*•*impacts of our acquisition, divestiture, investment, and NPD strategies and activities;

*•*dependence upon our trademarks and proprietary rights, including the failure to protect our intellectual property rights;

*•*potential damage to our reputation;

*•*competition in our industry and for talent;

*•*economic and other uncertainties associated with our international operations, including tariffs;

*•*supply of quality water, agricultural and other raw materials, certain raw and packaging materials purchased under supply contracts, supply chain disruptions and other factors, and limited groups of certain suppliers;

*•*reliance on complex information systems and third‐party global networks as well as risks associated with cybersecurity and AI;

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

*•*operational disruptions or catastrophic loss to our breweries, wineries, other facilities, or distribution systems;

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

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

*•*reliance on wholesale distributors, major retailers, and government agencies;

*•*food safety and quality, including contamination and product degradation from diseases, pests, weather, and other conditions;

*•*communicable infection or disease outbreaks, pandemics, or other widespread public health crises impacting our consumers, Customers, employees, and/or suppliers;

*•*effects of employee labor activities that could increase our costs;

*•*our indebtedness and credit ratings, interest rate fluctuations, and credit market disruptions or volatility;

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

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

*•*potential impairments of our intangible assets, such as goodwill and trademarks;

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

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

*•*ownership of our Class A Stock by the Sands Family Stockholders and their Board of Director nomination rights; and

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

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


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

DEFINED TERMS

Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to Constellation Brands, Inc. and its subsidiaries. We use terms in this Form 10-K and in our Notes that are specific to us or are abbreviations that may not be commonly known or used.


TERM						MEANING
$						U.S. dollars

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

2021 Authorization						authorization to repurchase up to $2.0 billion of our publicly traded common stock, approved by our Board of Directors in January 2021 and fully utilized during Fiscal 2025

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

2025 Authorization						authorization to repurchase up to $4.0 billion of our publicly traded common stock, approved by our Board of Directors in April 2025

2025 Credit Agreement						eleventh amended and restated credit agreement, dated as of April 28, 2025, that provides for a $2.25 billion aggregate revolving credit facility

2025 Restatement Agreement						restatement agreement, dated as of April 28, 2025, that amended and restated our tenth amended and restated credit agreement, dated as of April 14, 2022, which was our then-existing senior credit facility

2025 Restructuring Initiative						an enterprise-wide cost savings and restructuring initiative designed to help optimize the performance of our business, including through enhanced organizational efficiency and optimized expenditures across our organization, with the majority of the work executed within Fiscal 2026 and net annualized cost savings expected to be fully realized by Fiscal 2028

2025 Term Credit Agreement						term loan credit agreement, dated as of May 9, 2025, that provided for a $500.0 million unsecured delayed draw term loan facility, now terminated

2025 Wine Divestitures						sale and, in certain instances, exclusive license to use the trademarks of a portion of our wine and spirits business, primarily centered around our then-owned mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities on June 2, 2025

3-tier						U.S. distribution channel where products are sold to a distributor (wholesaler) who then sells to a retailer; the retailer sells the products to a consumer; however, in control states, the state government performs the role of wholesaler and retailer

3-tier eCommerce						digital commerce experience for consumers to purchase beverage alcohol from retailers

4.40% October 2018 Senior Notes						$500.0 million principal amount of 4.40% senior notes issued in October 2018, now repaid in full

4.75% December 2015 Senior Notes						$400.0 million principal amount of 4.75% senior notes issued in December 2015, now fully redeemed

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

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


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


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

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

ABA						alternative beverage alcohol

ABV						alcohol by volume

Administrative Agent						Bank of America, N.A., as administrative agent for the senior credit facility and the 2025 Term Credit Agreement

AI						artificial intelligence

Amended and Restated By-Laws						our amended and restated by-laws

Amended and Restated Charter						our amended and restated certificate of incorporation

AOCI						accumulated other comprehensive income (loss)



Brewery Projects						modular capacity addition activities at the Nava Brewery, Obregón Brewery, and Veracruz Brewery

California						the state of California (U.S.) unless otherwise specified

Canopy						Canopy Growth Corporation, an Ontario, Canada-based public company in which we have an investment

Canopy Equity Method Investment						an investment in Canopy common shares, no longer applicable following conversion of Canopy common shares into Exchangeable Shares in April 2024

CB International						CB International Finance S.à r.l., a wholly-owned subsidiary of ours

CIO						Chief Information Officer

CircanaTM						Industry market research publication used by consumer packaged goods companies

CISO						Chief Information Security Officer

Class 1 Stock						our Class 1 Convertible Common Stock, par value $0.01 per share

Class A Stock						our Class A Common Stock, par value $0.01 per share

CMP						crisis management plan

CODM						chief operating decision maker, our President and Chief Executive Officer

Comparable Adjustments						certain items affecting comparability that have been excluded because management uses this information in monitoring and evaluating the results and underlying business trends of the core operations of the Company and/or in internal goal setting

Conversion Time						such time as the domestic sale of marijuana could not reasonably be expected to violate the Controlled Substances Act, the Civil Asset Forfeiture Reform Act (as it relates to violation of the Controlled Substances Act), and all related applicable anti-money laundering laws

CPG						consumer packaged goods

Craft Beer Divestitures						the Four Corners Divestiture and the Funky Buddha Divestiture, collectively

CSR						corporate social responsibility

Customers						wholesale distributors, retailers (generally outside of 3-tier), state alcohol beverage control agencies which sell to consumers, and DTC purchasers


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


TERM						MEANING
Depletions						represent U.S. distributor shipments of our respective branded products to retail customers, based on third-party data

DGCL						General Corporation Law of the State of Delaware

DTC						direct-to-consumer inclusive of (i) a digital commerce experience for consumers to purchase directly from brand websites with inventory coming straight from the supplier and (ii) consumer purchases at hospitality locations (tasting rooms and tap rooms) from the supplier

EHS						environmental, health, and safety

Employee Stock Purchase Plan						the Company’s 1989 Employee Stock Purchase Plan, under which 9,000,000 shares of Class A Stock may be issued

ERM						enterprise risk management



ESG						environmental, social, and governance

Exchangeable Shares						class of non-voting and non-participating exchangeable shares in Canopy which are convertible into common shares of Canopy on a one-for-one basis

Exchange Act						Securities Exchange Act of 1934, as amended

FASB						Financial Accounting Standards Board

Financial Statements						our consolidated financial statements and notes thereto included herein

Fiscal 2024						the Company’s fiscal year ended February 29, 2024

Fiscal 2025						the Company’s fiscal year ended February 28, 2025

Fiscal 2026						the Company’s fiscal year ended February 28, 2026

Fiscal 2027						the Company’s fiscal year ending February 28, 2027

Fiscal 2028						the Company’s fiscal year ending February 29, 2028

Fiscal 2029						the Company’s fiscal year ending February 28, 2029

Fiscal 2030						the Company’s fiscal year ending February 28, 2030

Fiscal 2031						the Company’s fiscal year ending February 28, 2031

Form 10-K						this Annual Report on Form 10-K for Fiscal 2026 unless otherwise specified

Four Corners Divestiture						sale of the Four Corners craft beer business

Funky Buddha Divestiture						sale of the Funky Buddha craft beer business

GHG						greenhouse gas

GILTI						global intangible low-taxed income

Glass Plant						glass production plant in Nava operated through an equally-owned joint venture with Owens-Illinois


IEEPA						International Emergency Economic Powers Act

Illinois						the state of Illinois (U.S.) unless otherwise specified

IRA						Inflation Reduction Act of 2022

IRP						IT incident response plan

IT						information technology

Long-Term Stock Incentive Plan						a stockholder-approved omnibus incentive plan that provides the ability to grant various types of equity and cash awards to eligible plan participants


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


TERM						MEANING
mainstream						wine that sells less than $11.00 per bottle at retail and sparkling wine and all other wine that sells less than $13.00 per bottle at retail, as defined by Circana™

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

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

M&T						Manufacturers and Traders Trust Company

NA						not applicable

Nava						Nava, Coahuila, Mexico

Nava Brewery						our brewery located in Nava

Net sales						gross sales less promotions, returns and allowances, and excise taxes

New York						the state of New York (U.S.) unless otherwise specified

NM						not meaningful

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

Note(s)						notes to the consolidated financial statements under Item 8. of this Form 10-K

NPD						new product development

OB3 Act						One Big Beautiful Bill Act, signed into U.S. law on July 4, 2025

Obregón						Obregón, Sonora, Mexico

Obregón Brewery						our brewery located in Obregón

OCI						other comprehensive income (loss)

OECD						Organization for Economic Cooperation and Development

Owens-Illinois						O-I Glass, Inc., the ultimate parent of the company with which we have an equally-owned joint venture to operate the Glass Plant

Pre-issuance hedge contracts						treasury lock and/or swap lock contracts designated as cash flow hedges entered into to hedge treasury rate volatility on future debt issuances

premium						wine that sells between $11.00 to $24.99 per bottle at retail and sparkling wine that sells between $13.00 to $34.99 per bottle at retail, as defined by Circana™

Proxy Statement						Proxy Statement for Fiscal 2026 to be filed in connection with the 2026 Annual Meeting of Stockholders of our Company

Purple-team Tests						testing involving collaboration between offensive and defensive cybersecurity teams

Reclassification						the reclassification, exchange, and conversion of the Company’s common stock to eliminate the Class B Convertible Common Stock, par value $0.01 per share, pursuant to the terms and conditions of the Reclassification Agreement

Reclassification Agreement						reclassification agreement in support of the Reclassification, dated June 30, 2022, among the Company and the Sands Family Stockholders

retailers						on- and off-premise locations that sell products to consumers

Sands Family Stockholders						Richard Sands, Robert Sands, other members of the Sands family, and certain of their related entities


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


TERM						MEANING

SEC						Securities and Exchange Commission

Section 232						tariffs imposed under Section 232 of the Trade Expansion Act of 1962, notably on aluminum and aluminum derivative product imports

Securities Act						Securities Act of 1933, as amended


SOFR						secured overnight financing rate administered by the Federal Reserve Bank of New York

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

U.S.						United States of America

U.S. GAAP						generally accepted accounting principles in the U.S.

Veracruz						Heroica Veracruz, Veracruz, Mexico

Veracruz Brewery						our new brewery being constructed in Veracruz

WildStar						WildStar Partners LLC, an entity associated with the Sands family

Wine and Spirits Divestitures						the 2025 Wine Divestitures and the SVEDKA Divestiture, collectively


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


PART I			ITEM 1. BUSINESS			Table of Contents

PART I

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