A Dark Vector Cognition product

Item 6. EXHIBITS.

20K characters. Original on sec.gov ·

Item 6. EXHIBITS.

Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation of the Company.8-K3.1November 10, 2022
3.2Amended and Restated By-Laws of the Company.8-K3.2November 10, 2022
4.1Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1April 23, 2012
4.1.1Supplemental Indenture No. 9, with respect to 4.750% Senior Notes due 2025, dated as of December 4, 2015, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1December 8, 2015
4.1.2Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and M&T, as Trustee.10-K4.26April 25, 2016
4.1.3Supplemental Indenture No. 11 with respect to 3.700% Senior Notes due 2026, dated as of December 6, 2016, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1December 6, 2016
4.1.4Supplemental Indenture No. 13 with respect to 3.500% Senior Notes due 2027, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.2May 9, 2017
4.1.5Supplemental Indenture No. 14 with respect to 4.500% Senior Notes due 2047, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.3May 9, 2017
4.1.6Supplemental Indenture No. 19 with respect to 3.600% Senior Notes due 2028, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.2February 7, 2018
4.1.7Supplemental Indenture No. 20 with respect to 4.100% Senior Notes due 2048, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.3February 7, 2018
4.1.8Supplemental Indenture No. 22 with respect to 4.400% Senior Notes due 2025, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.2October 29, 2018
Constellation Brands, Inc. Q1 FY 2026 Form 10-Q#WORTHREACHINGFOR I 44
OTHER KEY INFORMATIONTable of Contents
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
4.1.9Supplemental Indenture No. 23 with respect to 4.650% Senior Notes due 2028, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.3October 29, 2018
4.1.10Supplemental Indenture No. 24 with respect to 5.250% Senior Notes due 2048, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.4October 29, 2018
4.1.11Supplemental Indenture No. 25 with respect to 3.150% Senior Notes due 2029, dated as of July 29, 2019, among the Company, as Issuer, certain subsidiaries, as Guarantors, and M&T, as Trustee.8-K4.1July 29, 2019
4.1.12Supplemental Indenture No. 26 with respect to 2.875% Senior Notes due 2030, dated as of April 27, 2020, among the Company, as Issuer, and M&T, as Trustee.8-K4.1April 27, 2020
4.1.13Supplemental Indenture No. 27 with respect to 3.750% Senior Notes due 2050, dated as of April 27, 2020, among the Company, as Issuer, and M&T, as Trustee.8-K4.2April 27, 2020
4.1.14Supplemental Indenture No. 28 with respect to 2.250% Senior Notes due 2031, dated as of July 26, 2021, among the Company, as Issuer, and M&T, as Trustee.8-K4.1July 26, 2021
4.1.15Supplemental Indenture No. 30 with respect to 4.350% Senior Notes due 2027, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee.8-K4.2May 9, 2022
4.1.16Supplemental Indenture No. 31 with respect to 4.750% Senior Notes due 2032, dated as of May 9, 2022, among the Company, as Issuer, and M&T, as Trustee.8-K4.3May 9, 2022
4.1.17Supplemental Indenture No. 32 with respect to 5.000% Senior Notes due 2026, dated as of February 2, 2023, among the Company, as Issuer, and M&T, as Trustee.8-K4.1February 2, 2023
4.1.18Supplemental Indenture No. 33 with respect to 4.900% Senior Notes due 2033, dated as of May 1, 2023, among the Company, as Issuer, and M&T, as Trustee.8-K4.1May 1, 2023
4.1.19Supplemental Indenture No. 34 with respect to 4.800% Senior Notes due 2029, dated as of January 11, 2024, among the Company, as Issuer, and M&T, as Trustee.8-K4.1January 11, 2024
4.1.20Supplemental Indenture No. 35 with respect to 4.800% Senior Notes due 2030, dated as of May 1, 2025, among the Company, as Issuer, and M&T, as Trustee.8-K4.1May 1, 2025
4.2Restatement Agreement, dated as of April 28, 2025, by and among the Company, CB International, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto, including the Eleventh Amended and Restated Credit Agreement dated as of April 28, 2025, by and among the Company, CB International, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. †8-K4.1April 28, 2025
Constellation Brands, Inc. Q1 FY 2026 Form 10-Q#WORTHREACHINGFOR I 45
OTHER KEY INFORMATIONTable of Contents
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormExhibitFiling Date
4.3Term Loan Credit Agreement, dated as of May 9, 2025, by and among the Company, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. †8-K4.1May 9, 2025
10.1Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2025) (filed herewith). *
10.2Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 25, 2025) (filed herewith). *†
10.3Rules for Cash Incentive Awards under the Company’s Long-Term Stock Incentive Plan (filed herewith). *
10.4Form of Executive Employment Agreement between the Company and certain of its Executive Officers (including Paula E. Erickson) (filed herewith). *
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith).
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act (filed herewith).
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
99.1Second Amendment, dated and effective April 25, 2025, to the Company’s 1989 Employee Stock Purchase Plan (filed herewith). *
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (filed herewith).
101.SCHXBRL Taxonomy Extension Schema Document (filed herewith).
101.CALXBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEFXBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LABXBRL Taxonomy Extension Labels Linkbase Document (filed herewith).
101.PREXBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Constellation Brands, Inc. Q1 FY 2026 Form 10-Q#WORTHREACHINGFOR I 46
OTHER KEY INFORMATIONTable of Contents
*Designates management contract or compensatory plan or arrangement.
†The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such exhibits, disclosure schedules, and other schedules, as applicable, or any section thereof, to the SEC upon request.

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

Constellation Brands, Inc. Q1 FY 2026 Form 10-Q#WORTHREACHINGFOR I 47

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONSTELLATION BRANDS, INC.
Date:July 2, 2025By:/s/ Kenneth W. Metz
Kenneth W. Metz, Senior Vice President, Controller and Corporate Finance
Date:July 2, 2025By:/s/ Garth Hankinson
Garth Hankinson, Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
Constellation Brands, Inc. Q1 FY 2026 Form 10-Q#WORTHREACHINGFOR I 48

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