STZ / Constellation Brands, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2025 CONSTELLATION BR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commis

CONSTELLATION BRANDS UPDATES FISCAL 2026 OUTLOOK Updates reported EPS guidance to $10.77 - $11.07 and comparable EPS guidance to $11.30 - $11.60 (1) Updates Enterprise organic net sales to decline (6)% - (4)%, reported operating income to grow 666% -

Exhibit 99.1 CONSTELLATION BRANDS UPDATES FISCAL 2026 OUTLOOK Updates reported EPS guidance to $10.77 - $11.07 and comparable EPS guidance to $11.30 - $11.60 (1) Updates Enterprise organic net sales to decline (6)% - (4)%, reported operating income to grow 666% - 686% and comparable operating income to decline (11)% - (9)% Updates Beer net sales to decline (4)% - (2)% and Beer operating income to

| Business Update September 2, 2025 |W O R T H R E A C H I N G F O R | 2 Forward-Looking Statements This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, timetables, analyses, and

stzex992presentation | Business Update September 2, 2025 |W O R T H R E A C H I N G F O R | 2 Forward-Looking Statements This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, timetables, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions, and expected future developments, as well as other factors management believes are appropriate in the circumstances.

RESTRICTED STOCK UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN

Exhibit 10.1 RESTRICTED STOCK UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN Name of Participant: Grant Date: Number of Restricted Stock Units: Vesting Dates and Shares to Vest: VEST DATE SHARES Constellation Brands, Inc. (the “Company”) hereby awards to the designated participant (the “Participant”), Restricted Stock Units under the Company's Long-Term St

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN

Exhibit 10.2 PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN Name of Participant: Grant Date: Target Number of Performance Share Units: Service Vesting Date: PSU Payment Period Within the two-week period following the Service Vesting Date Constellation Brands, Inc. (the “Company”) hereby awards to the designated participant (the “Participa

Rules for Cash Incentive Awards under the Company’s Long-Term Stock Incentive Plan (filed herewith).

Exhibit 10.3 Rules for Cash Incentive Awards under the Constellation Brands, Inc. Long-Term Stock Incentive Plan 1.Background. This document describes the rules applicable to “Cash Incentive Awards” granted under Section 10 of the Constellation Brands, Inc. Long-Term Stock Incentive Plan, as Amended and Restated July 18, 2017 (the “Plan”), and shall be referred to as the Annual Management Incentiv

Form of Executive Employment Agreement between the Company and certain of its Executive Officers (including Paula E. Erickson) (filed herewith).

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made as of between Constellation Brands, Inc., a Delaware corporation (“Constellation”), and (“Executive”). [Executive has contributed substantially to the growth and success of Constellation. Accordingly,] Constellation desires to retain Executive’s services as set forth in the Agreement and to provide the necessary consideration to as

Second Amendment, dated and effective April 25, 2025, to the Company’s 1989 Employee Stock Purchase Plan (filed herewith).

Exhibit 99.1 SECOND AMENDMENT TO THE CONSTELLATION BRANDS, INC. 1989 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED JULY 24, 2013) WHEREAS, Constellation Brands, Inc. (the "Company") maintains the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan, as amended and restated July 24, 2013, as amended by the First Amendment to the Constellation Brands, Inc. 1989 Employee Stock Purchas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

Form 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).

Exhibit 10.2 PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN Name of Participant: Grant Date: Target Number of Performance Share Units: Service Vesting Date: Earliest Retirement Date: The first November 1st that is at least six months following the Date of Grant PSU Payment Period Within the two-week period following the Service Vesting Da

Form 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).

Exhibit 10.1 RESTRICTED STOCK UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN Name of Participant: Grant Date: Number of Restricted Stock Units: Vesting Dates and Shares to Vest: VEST DATE SHARES Earliest Retirement Date: The first November 1st that is at least six months following the Grant Date Constellation Brands, Inc. (the “Company”) hereby awards to t

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 1, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

Company Continues to Proactively Address Consumer Demand Headwinds Largely Driven By the Current Socioeconomic Environment Through Consistent Execution of Strategic Objectives Beer Business Continues to Deliver Leading Share Gains in Category Across

Exhibit 99.1 Company Continues to Proactively Address Consumer Demand Headwinds Largely Driven By the Current Socioeconomic Environment Through Consistent Execution of Strategic Objectives Beer Business Continues to Deliver Leading Share Gains in Category Across U.S. Tracked Channels as Incremental Marketing Investments Support Strong Brand Health Wine and Spirits Business Fully Focused on Higher-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2025 CONSTELLATION BRANDS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

CONSTELLATION BRANDS ANNOUNCES DELIVERY OF NOTICES OF REDEMPTION FOR 4.75% SENIOR NOTES DUE 2025 AND 5.00% SENIOR NOTES DUE 2026

Exhibit 99.2 CONSTELLATION BRANDS ANNOUNCES DELIVERY OF NOTICES OF REDEMPTION FOR 4.75% SENIOR NOTES DUE 2025 AND 5.00% SENIOR NOTES DUE 2026 Rochester, N.Y., Jun. 2, 2025 – Constellation Brands (NYSE: STZ), a leading beverage alcohol company, announced today that it has given notice for full redemption prior to maturity of all of its outstanding 4.75% Senior Notes due 2025 (CUSIP Number: 21036PAP

CONSTELLATION BRANDS CLOSES WINE TRANSACTION WITH THE WINE GROUP TO FOCUS ON A PORTFOLIO OF EXCLUSIVELY HIGHER-GROWTH, HIGHER-MARGIN BRANDS Retained portfolio for Constellation includes a collection of award-winning, iconic brands, predominantly pric

Exhibit 99.1 CONSTELLATION BRANDS CLOSES WINE TRANSACTION WITH THE WINE GROUP TO FOCUS ON A PORTFOLIO OF EXCLUSIVELY HIGHER-GROWTH, HIGHER-MARGIN BRANDS Retained portfolio for Constellation includes a collection of award-winning, iconic brands, predominantly priced $15 and above and in growing segments and channels Rochester, N.Y., Jun. 2, 2025 – Constellation Brands (NYSE: STZ), a leading beverag

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission F

Term 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.

Exhibit 4.1 Execution Version TERM LOAN CREDIT AGREEMENT dated as of May 9, 2025 among CONSTELLATION BRANDS, INC., as the Company and BANK OF AMERICA, N.A., as Administrative Agent, The Lenders Party Hereto, BOFA SECURITIES, INC., as Sole Bookrunner, BOFA SECURITIES, INC. and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH as Joint Lead Arrangers TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS

5, among the Company, as Issuer, and M&T, as Trustee.

EX-4.1 Exhibit 4.1 CONSTELLATION BRANDS, INC., as Issuer and MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Supplemental Indenture No. 35 Dated as of May 1, 2025 4.800% Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS 2 SECTION 1.1. Relation to Indenture 2 SECTION 1.2. Definitions 2 ARTICLE TWO THE SERIES OF DEBT SECURITIES 10 SECTION 2.1. Title of t

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission F

Calculation of Filing Fee Table (Form Type) Constellation Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) Constellation Brands, Inc.

$500,000,000 4.800% Senior Notes due 2030

Filed Pursuant to Rule 424(b)(2) Registration No. 333-268289 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 10, 2022) $500,000,000 4.800% Senior Notes due 2030 The Company: 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

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

Underwriting Agreement, dated April 29, 2025, among the Company, BofA Securities, Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC for themselves and as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Constellation Brands, Inc. 4.800% Senior Notes Due 2030 Underwriting Agreement April 29, 2025 BofA Securities, Inc. BNP Paribas Securities Corp. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC as Representatives of the Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o BNP Paribas Securities Corp. 787 Seventh Avenue New York, New York 10019 c/

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES

Exhibit 99.1 CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES ROCHESTER, N.Y., April 29, 2025 - Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that it priced the public offering of $500.0 million aggregate principal amount of 4.800% Senior Notes due 2030 (the "notes") for a public offering price of 99.824% of the principal amount of the notes. The n

Summary of Final Terms and Details of the Issue $500,000,000 4.800% Senior Notes due 2030 Issuer: Constellation Brands, Inc. Principal Amount: $500,000,000 aggregate principal amount. Title of Securities: 4.800% Senior Notes due 2030 (the “2030 notes

FWP Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated April 29, 2025 Registration No.

SUBJECT TO COMPLETION, DATED APRIL 29, 2025

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268289 Information contained in this prospectus supplement and the accompanying prospectus is not complete and may be changed. This prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdicti

Restatement 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.

Exhibit 4.1 Execution Version RESTATEMENT AGREEMENT RESTATEMENT AGREEMENT, dated as of April 28, 2025 (this “Restatement Agreement”), among Constellation Brands, Inc., a Delaware corporation (the “Company”), and CB International Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, having its registered offi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2025 CONSTELLATION BRAND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

Subsidiaries of the Company (filed herewith).

Exhibit 21.1 SUBSIDIARIES OF CONSTELLATION BRANDS, INC. As of March 1, 2025 PLACE OF SUBSIDIARY INCORPORATION/FORMATION ALCOFI Inc. New York Allberry, Inc. California Austin Cocktails Investments, LLC Texas Bebidas Espirituosas Constellation Mexico, S. de R.L. de C.V. Mexico CB Blue Holdings LLC Delaware CB Brand Strategies, LLC Delaware CB Brand Strategies II, LLC Delaware CB Brandy LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-084

s Insider Trading Policy (filed herewith).

Exhibit 19.1 CONSTELLATION BRANDS, INC. CORPORATE POLICY TITLE OF POLICY: Insider Trading Policy REVISED DATE: April 9, 2025 ISSUED BY: Vice President, Associate General Counsel, Legal POLICY CONTACTS: [****] POLICY NUMBER: N/A SCOPE: This Policy applies to all employees, officers, and members of the Board of Directors of the Company and to family members (as defined herein), other members of a pe

CONSTELLATION BRANDS ANNOUNCES INDUSTRY VETERAN PAULA ERICKSON AS INCOMING CHIEF HUMAN RESOURCES OFFICER Kris Carey to step down from her current role as EVP and Chief Human Resources Officer and will depart the company in May 2025

Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES INDUSTRY VETERAN PAULA ERICKSON AS INCOMING CHIEF HUMAN RESOURCES OFFICER Kris Carey to step down from her current role as EVP and Chief Human Resources Officer and will depart the company in May 2025 Rochester, N.Y., Apr. 14, 2025 – Constellation Brands (NYSE: STZ), a leading beverage alcohol company, announced today that Paula Erickson will join the co

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 14, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

CONSTELLATION BRANDS REPOSITIONS WINE AND SPIRITS BUSINESS TO A PORTFOLIO OF EXCLUSIVELY HIGHER-GROWTH, HIGHER-MARGIN BRANDS ALIGNED TO CONSUMER-LED PREMIUMIZATION TRENDS

Exhibit 99.3 CONSTELLATION BRANDS REPOSITIONS WINE AND SPIRITS BUSINESS TO A PORTFOLIO OF EXCLUSIVELY HIGHER-GROWTH, HIGHER-MARGIN BRANDS ALIGNED TO CONSUMER-LED PREMIUMIZATION TRENDS •Signs agreement with The Wine Group to divest1 primarily mainstream wine brands and related facilities from its wine and spirits portfolio •Retained portfolio for Constellation includes a collection of award-winning

Apri l 9 , 2025 FY25 FINANCIAL RESULTS & FY26 TO FY28 OUTLOOK Exhibit 99.2 This presentation, including the oral statements made in the live conference call in connection herewith, contain forward-looking statements that are based on certain assumpti

Apri l 9 , 2025 FY25 FINANCIAL RESULTS & FY26 TO FY28 OUTLOOK Exhibit 99.2 This presentation, including the oral statements made in the live conference call in connection herewith, contain forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception of historical trends, curre

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

Delivers Enterprise Net Sales Growth in Softer Consumer Demand Environment and Drives Significant Operating Leverage Through Cost Savings and Efficiency Initiatives Exceeds Operating and Free Cash Flow Outlook and Returns Nearly $1.9 Billion to Share

Exhibit 99.1 Delivers Enterprise Net Sales Growth in Softer Consumer Demand Environment and Drives Significant Operating Leverage Through Cost Savings and Efficiency Initiatives Exceeds Operating and Free Cash Flow Outlook and Returns Nearly $1.9 Billion to Shareholders in Fiscal 2025, Including Over $1.1 Billion in Share Repurchases Announces Separately Divestiture of Remaining Mainstream Wine Br

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commis

CONSTELLATION BRANDS ANNOUNCES DEPARTURE OF E. YURI HERMIDA, EXECUTIVE VICE PRESIDENT, CHIEF GROWTH & STRATEGY OFFICER Mallika Monteiro to serve as interim Chief Growth & Strategy Officer, in addition to her current responsibilities as Executive Vice

Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES DEPARTURE OF E. YURI HERMIDA, EXECUTIVE VICE PRESIDENT, CHIEF GROWTH & STRATEGY OFFICER Mallika Monteiro to serve as interim Chief Growth & Strategy Officer, in addition to her current responsibilities as Executive Vice President, Managing Director – Beer Brands Rochester, N.Y., Feb. 18, 2025 – Constellation Brands (NYSE: STZ), a leading beverage alcohol

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 8, 2025 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Form of Executive Employment Agreement between the Company and a former Executive Officer.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made as of between Constellation Brands, Inc., a Delaware corporation (“Constellation”), and (“Executive”). [Executive has contributed substantially to the growth and success of Constellation. Accordingly,] Constellation desires to retain Executive’s services as set forth in the Agreement and to provide the necessary consideration to as

CONSTELLATION BRANDS DECLARES QUARTERLY DIVIDEND

Exhibit 99.2 CONSTELLATION BRANDS DECLARES QUARTERLY DIVIDEND ROCHESTER, N.Y., Jan. 9, 2025 – Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that on January 8, 2025, its Board of Directors declared a quarterly cash dividend of $1.01 per share of Class A Common Stock payable on February 21, 2025, to stockholders of record as of the close of business on F

Beer Business Continues to Deliver Volume Growth, Disciplined Pricing Actions, and Additional Cost Savings While Driving Incremental Marketing Investments Company Returns Another ~$220 Million to Shareholders in Share Repurchases While Continuing to

Exhibit 99.1 Beer Business Continues to Deliver Volume Growth, Disciplined Pricing Actions, and Additional Cost Savings While Driving Incremental Marketing Investments Company Returns Another ~$220 Million to Shareholders in Share Repurchases While Continuing to Advance Broader Disciplined Capital Allocation Priorities Updates Fiscal 2025 Outlook With Reduced Growth Expectations for Net Sales and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 3, 2024 CONSTELLATION BRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 3, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

CONSTELLATION BRANDS AGREES TO DIVEST SVEDKA; CONTINUES THE RESHAPING OF WINE & SPIRITS PORTFOLIO TOWARDS THE HIGHER END

Exhibit 99.1 CONSTELLATION BRANDS AGREES TO DIVEST SVEDKA; CONTINUES THE RESHAPING OF WINE & SPIRITS PORTFOLIO TOWARDS THE HIGHER END Rochester, N.Y., Dec. 3, 2024 – Constellation Brands (NYSE: STZ), a leading beverage alcohol company, today announced that it has reached an agreement with global spirits company Sazerac, to divest its SVEDKA brand. This transaction is expected to close in the comin

STZ / Constellation Brands, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Constellation Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 21036P108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

STZ / Constellation Brands, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Constellation Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 21036P108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 8, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

CONSTELLATION BRANDS APPOINTS E. YURI HERMIDA AS NEW EVP, CHIEF GROWTH & STRATEGY OFFICER

Exhibit 99.1 CONSTELLATION BRANDS APPOINTS E. YURI HERMIDA AS NEW EVP, CHIEF GROWTH & STRATEGY OFFICER ROCHESTER, N.Y., Oct. 8, 2024 – Constellation Brands (NYSE: STZ), a leading beverage alcohol company, today announced the appointment of E. Yuri Hermida as the company’s new Executive Vice President, Chief Growth & Strategy Officer. In this role, Hermida will be responsible for Consumer Insights

s Non-Qualified Savings Plan, amended and restated effective as of January 1, 2025 (filed herewith).

Exhibit 10.2 CONSTELLATION BRANDS NON-QUALIFIED SAVINGS PLAN Table of Contents Page PREAMBLE 1 ARTICLE I DEFINITIONS 2 1.1 Account 2 1.2 Affiliate 2 1.3 Aggregated Plan 2 1.4 Annual Bonus 2 1.5 Annual Enrollment Materials 2 1.6 Beneficiary 2 1.7 Benefit Benchmarks 2 1.8 Board 2 1.9 Change in Control Event 2 1.10 Class Year Account 3 1.11 Code 3 1.12 Compensation 3 1.13 Compensation Deferral Agreem

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 3, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

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Beer Business Delivers Solid Mid-Single Digit Net Sales Growth and Maintains Momentum of Operating Margin Expansion With Double-Digit Operating Income Growth Company Continues to Outpace CPG Sector Dollar Sales Growth and Advances Capital Allocation

Exhibit 99.1 Beer Business Delivers Solid Mid-Single Digit Net Sales Growth and Maintains Momentum of Operating Margin Expansion With Double-Digit Operating Income Growth Company Continues to Outpace CPG Sector Dollar Sales Growth and Advances Capital Allocation Priorities, Achieving Net Leverage Ratio Target While Returning ~$250 Million to Shareholders in Share Repurchases Net Sales Operating In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Description of Compensation Arrangements, as of July 17, 2024, for Non-Management Directors.

Exhibit 10.1 Description of Compensation Arrangements for Non-Management Directors As of July 17, 2024 The following is a description of the compensation arrangements for the non-management directors of Constellation Brands, Inc. The Company’s annual compensation program for non-management directors for their service as directors consists of a board cash retainer, a non-executive board chair cash

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 1, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

CONSTELLATION BRANDS UPDATES FISCAL 2025 OUTLOOK Updates reported EPS guidance to $3.05 - $7.92 and raises lower-end of comparable EPS guidance to $13.60 - $13.80, affirming double-digit comparable EPS growth expectation (1) Updates Enterprise net sa

Exhibit 99.1 CONSTELLATION BRANDS UPDATES FISCAL 2025 OUTLOOK Updates reported EPS guidance to $3.05 - $7.92 and raises lower-end of comparable EPS guidance to $13.60 - $13.80, affirming double-digit comparable EPS growth expectation (1) Updates Enterprise net sales growth to 4% - 6%, reported operating income decline to (68)% - (36)% including an expected Wine and Spirits goodwill impairment loss

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 29, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 17, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

Achieves Solid Start to Fiscal 2025 as Beer Business Maintains Strong Volume Growth and Delivers Operating Margin Expansion Returns Over $240 Million to Shareholders in Share Repurchases Through June 2024

Exhibit 99.1 Achieves Solid Start to Fiscal 2025 as Beer Business Maintains Strong Volume Growth and Delivers Operating Margin Expansion Returns Over $240 Million to Shareholders in Share Repurchases Through June 2024 Net Sales Operating Income (Loss) Net Income (Loss) Attributable to CBI Adjusted Earnings Before Interest & Taxes Diluted Net Income (Loss) Per Share Attributable to CBI (EPS) First

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Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 2, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 2

Exhibit 10.2 PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN Name of Participant: Grant Date: Target Number of Performance Share Units: Service Vesting Date: Earliest Retirement Date: The first November 1st that is at least six months following the Date of Grant PSU Payment Period Within the two-week period following the Service Vesting Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

Constellation Brands Inc Corp (STZ) Vote Yes: Item #6 – Stockholder Proposal Regarding a Circular Economy for Packaging Annual Meeting: July 17, 2024

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Constellation Brads Inc Name of persons relying on exemption: As You Sow® on behalf of Warren Wilson College Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 947

Constellation Brands Inc (STZ) Vote Yes: Item #5 - Stockholder Proposal Regarding Greenhouse Gas Emissions Annual Meeting: July 17, 2024

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Constellation Brands Inc (STZ) Name of persons relying on exemption: As You Sow® Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are sub

DEF 14A

WORTH REACHING FOR NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS AND 2024 PROXY STATEMENTVIRTUAL ANNUAL MEETING OF STOCKHOLDERS May 27, 2024 To Our Stockholders: On behalf of the Board of Directors, you are cordially invited to attend the 2024 Virtual Annual Meeting of Stockholders of Constellation Brands, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Incentive Compensation Recoupment Policy

Exhibit 97.1 Constellation Brands, Inc. Incentive Compensation Recoupment Policy Effective as of April 4, 2023 I. Introduction. The Human Resources Committee (the “Committee”) of the Board of Directors of Constellation Brands, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountabil

Subsidiaries of the Company (filed herewith).

Exhibit 21.1 SUBSIDIARIES OF CONSTELLATION BRANDS, INC. As of March 1, 2024 PLACE OF SUBSIDIARY INCORPORATION/FORMATION ALCOFI Inc. New York Allberry, Inc. California Austin Cocktails Investments, LLC Texas BC Tenedora Inmobiliaria, S. de R.L. de C.V. Mexico Bebidas Espirituosas Constellation Mexico, S. de R.L. de C.V. Mexico CB Blue Holdings LLC Delaware CB Brand Strategies, LLC Delaware CB Brand

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-084

Executive Employment Agreement Release of Claims

Exhibit 10.8.1 FULL AND FINAL RELEASE OF CLAIMS 1. In consideration of the payments provided for in Sections 6(b)-(d) of the Executive Employment Agreement (hereinafter referred to as the “Employment Agreement”) between CONSTELLATION BRANDS, INC. and ROBERT L. HANSON (hereinafter referred to as “Executive”), on behalf of himself, his heirs, administrators and assigns, Executive hereby releases and

Executive Employment Agreement made as of March 11, 2024, between the Company and Samuel J. Glaetzer

Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made as of March 11, 2024 between Constellation Brands, Inc., a Delaware corporation (“Constellation”), and Samuel J. Glaetzer (“Executive”). Constellation desires to retain Executive’s services as set forth in the Agreement and to provide the necessary consideration to assure such services. Constellation and Executive therefore agree

CONSTELLATION BRANDS ANNOUNCES CONVERSION OF COMMON SHARES AND EXCHANGE OF PROMISSORY NOTE INTO EXCHANGEABLE SHARES OF CANOPY GROWTH CORPORATION

Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES CONVERSION OF COMMON SHARES AND EXCHANGE OF PROMISSORY NOTE INTO EXCHANGEABLE SHARES OF CANOPY GROWTH CORPORATION VICTOR, N.Y., Apr. 18, 2024 – Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that its indirect, wholly-owned subsidiaries, Greenstar Canada Investment Limited Partnership (“Greenstar”) and CBG Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2024 CONSTELLATION BRAND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 10, 2024 CONSTELLATION BRAND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 10, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

Exceeds Fiscal 2024 EPS Outlook as Beer Business Outperforms Growth Expectations Delivers Operating Cash Flow at High End of Guidance and Free Cash Flow Exceeding Guidance While Continuing to Execute Against Disciplined Capital Allocation Priorities

Exhibit 99.1 Exceeds Fiscal 2024 EPS Outlook as Beer Business Outperforms Growth Expectations Delivers Operating Cash Flow at High End of Guidance and Free Cash Flow Exceeding Guidance While Continuing to Execute Against Disciplined Capital Allocation Priorities Issues Fiscal 2025 Outlook Aligned with Medium-Term Enterprise Targets Net Sales Operating Income (Loss) Net Income (Loss) Attributable t

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

CONSTELLATION BRANDS APPOINTS SAM GLAETZER TO LEAD COMPANY’S WINE & SPIRITS DIVISION Industry Veteran Brings Nearly 30 Years of Commercial and Operational Experience to Help Fuel Next Wave of Growth for Company’s Wine & Spirits Business

Exhibit 99.1 CONSTELLATION BRANDS APPOINTS SAM GLAETZER TO LEAD COMPANY’S WINE & SPIRITS DIVISION Industry Veteran Brings Nearly 30 Years of Commercial and Operational Experience to Help Fuel Next Wave of Growth for Company’s Wine & Spirits Business VICTOR, N.Y., March 11, 2024 – Constellation Brands (NYSE: STZ), a leading beverage alcohol company, today announced that Sam Glaetzer has been appoin

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 17, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commis

CONSTELLATION BRANDS ANNOUNCES ELECTION OF CHRISTOPHER J. BALDWIN AS NEW INDEPENDENT BOARD CHAIR

Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES ELECTION OF CHRISTOPHER J. BALDWIN AS NEW INDEPENDENT BOARD CHAIR VICTOR, N.Y. Feb. 20, 2024 – Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, today announced the election of Christopher J. Baldwin of CVC Advisors (U.S.) Inc., a leading global private markets manager, to serve as a member of Constellation’s board of directors,

STZ / Constellation Brands, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0673-constellationbrandsin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Constellation Brands, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 21036P108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the approp

Supplemental 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.

Exhibit 4.1 CONSTELLATION BRANDS, INC., as Issuer and MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Supplemental Indenture No. 34 Dated as of January 11, 2024 4.800% Senior Notes due 2029 TABLE OF CONTENTS Page ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS 2 SECTION 1.1. Relation to Indenture. 2 SECTION 1.2. Definitions. 2 ARTICLE TWO THE SERIES OF DEBT SECURITIES 10 SECTION 2.1. Title of t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 11, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

$400,000,000 4.800% Senior Notes due 2029

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-268289 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 10, 2022) $400,000,000 4.800% Senior Notes due 2029 The Company: 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 Corona Extr

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

Underwriting Agreement, dated January 9, 2024, among the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, for themselves and as representatives of the several underwriters named therein.

Exhibit 1.1 Constellation Brands, Inc. 4.800% Senior Notes Due 2029 Underwriting Agreement January 9, 2024 BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC as Representatives of the Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 c/o J.P. Mor

Calculation of Filing Fee Tables (Form Type) Constellation Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)1 (Form Type) Constellation Brands, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

Summary of Final Terms and Details of the Issue $400,000,000 4.800% Senior Notes due 2029 Issuer: Constellation Brands, Inc. Principal Amount: $400,000,000 aggregate principal amount. Title of Securities: 4.800% Senior Notes due 2029 (the “2029 notes

Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated January 9, 2024 Registration No.

SUBJECT TO COMPLETION, DATED JANUARY 9, 2024

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268289 Information contained in this prospectus supplement and the accompanying prospectus is not complete and may be changed. This prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdicti

CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES

Exhibit 99.1 CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES VICTOR, N.Y., January 9, 2024 - Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that it priced the public offering of $400.0 million aggregate principal amount of 4.800% Senior Notes due 2029 (the "notes") for a public offering price of 99.889% of the principal amount of the notes. The not

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2024 CONSTELLATION BRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2024 CONSTELLATION BRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2024 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

CONSTELLATION BRANDS ANNOUNCES WINE & SPIRITS LEADERSHIP TRANSITION Robert Hanson to Step Down as EVP & President, Wine & Spirits Division Effective February 29, 2024 Company Initiates Search to Identify New Leader to Guide Next Phase of Growth for I

Exhibit 99.1 Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES WINE & SPIRITS LEADERSHIP TRANSITION Robert Hanson to Step Down as EVP & President, Wine & Spirits Division Effective February 29, 2024 Company Initiates Search to Identify New Leader to Guide Next Phase of Growth for Its Wine & Spirits Business VICTOR, N.Y., Jan. 4, 2024 – Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol c

Constellation Delivers Strong Enterprise Results And Raises Operating And Free Cash Flow Guidance For Fiscal 2024 Sustained Growth Momentum In Beer Business Supports Strong Third Quarter Results And Increase In Fiscal 2024 Outlook For Operating Incom

Exhibit 99.1 Constellation Delivers Strong Enterprise Results And Raises Operating And Free Cash Flow Guidance For Fiscal 2024 Sustained Growth Momentum In Beer Business Supports Strong Third Quarter Results And Increase In Fiscal 2024 Outlook For Operating Income Growth In Beer Business Net Sales Operating Income (Loss) Net Income (Loss) Attributable to CBI Adjusted Earnings Before Interest & Tax

EX-99.1

Constellation Delivers Strong Enterprise Results And Raises Operating And Free Cash Flow Guidance For Fiscal 2024 Sustained Growth Momentum In Beer Business Supports Strong Third Quarter Results And Increase In Fiscal 2024 Outlook For Operating Income Growth In Beer Business Net Sales Operating Income (Loss) Net Income (Loss) Attributable to CBI Adjusted Earnings Before Interest & Taxes Diluted Net Income (Loss) Per Share Attributable to CBI (EPS) EPS Excluding Canopy EIE Third Quarter Fiscal Year 2024 Financial Highlights (1) | In millions, except per share data Reported $2,471 $797 $509 $755 $2.

2023 VICE PRESIDEN T, INVESTOR RELATIONS JOSEPH SUAREZ This presentation, including the oral statements made in connection herewith, contain forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, a

2023 VICE PRESIDEN T, INVESTOR RELATIONS JOSEPH SUAREZ This presentation, including the oral statements made in connection herewith, contain forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions, and expected future developments, as well as other factors management believes are appropriate in the circumstances.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

EX-99.2

2023VICE PRESIDENT, INVESTOR RELATIONS JOSEPH SUAREZThis presentation, including the oral statements made in connection herewith, contain forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions, and expected future developments, as well as other factors management believes are appropriate in the circumstances.

CONSTELLATION BRANDS TO OUTLINE STRATEGIC FOUNDATION FOR CONTINUED GROWTH AT 2023 INVESTOR DAY Beer Business Medium-Term ~7-9% Net Sales Growth and ~39-40% Operating Margins Outlook Unchanged Wine & Spirits Business Now Expects Medium-Term ~1-3% Net

Exhibit 99.1 CONSTELLATION BRANDS TO OUTLINE STRATEGIC FOUNDATION FOR CONTINUED GROWTH AT 2023 INVESTOR DAY Beer Business Medium-Term ~7-9% Net Sales Growth and ~39-40% Operating Margins Outlook Unchanged Wine & Spirits Business Now Expects Medium-Term ~1-3% Net Sales Growth and ~25-26% Operating Margins Company Targeting Annual Low Double-Digit Diluted EPS Growth (Excluding Canopy EIE) Over Mediu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Beer Business Generates Double-Digit Net Sales and Operating Income Growth Supporting Uplift in its Fiscal 2024 Guidance to Higher-End of Initial Ranges Modelo Especial Continues to Deliver Leading Share Gains and Extends Leading Position in U.S. Bee

Exhibit 99.1 Beer Business Generates Double-Digit Net Sales and Operating Income Growth Supporting Uplift in its Fiscal 2024 Guidance to Higher-End of Initial Ranges Modelo Especial Continues to Deliver Leading Share Gains and Extends Leading Position in U.S. Beer Category in Dollar Sales in Tracked Channels Raises Earnings Per Share Guidance For Fiscal 2024 Net Sales Operating Income (Loss) Net I

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

EX-99.1

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2023 CONSTELLATION BRANDS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2023 CONSTELLATION BRANDS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

Cooperation Agreement, dated as of July 18, 2023, by and among the Company, Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P.

EX-10.1 Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of July 18, 2023 (the “Effective Date”), is by and among Elliott Investment Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each, an “Elliott Party,” and together, the “El

Description of Compensation Arrangements

EX-10.2 Exhibit 10.2 Description of Compensation Arrangements for Non-Management Directors As of July 18, 2023 The following is a description of the compensation arrangements for the non-management directors of Constellation Brands, Inc. The Company’s annual compensation program for non-management directors for their service as directors consists of a board cash retainer, a non-executive board cha

CONSTELLATION BRANDS ANNOUNCES GOVERNANCE ENHANCEMENTS, ELECTS TWO NEW INDEPENDENT DIRECTORS Luca Zaramella, CFO of Mondelēz International and William T. Giles, Former CFO of AutoZone to Join the Company’s Board of Directors Constellation Enters into

EX-99.1 Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES GOVERNANCE ENHANCEMENTS, ELECTS TWO NEW INDEPENDENT DIRECTORS Luca Zaramella, CFO of Mondelēz International and William T. Giles, Former CFO of AutoZone to Join the Company’s Board of Directors Constellation Enters into Cooperation and Information Sharing Agreements with Elliott Investment Management L.P. Company to Host Investor Day This Fall VI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 10, 2023 CONSTELLATION BRANDS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 10, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

_______________ c/o WildStar Partners LLC 110 E. Atlantic Ave Suite 200 Delray Beach FL July 10, 2023

Exhibit 99.1 c/o WildStar Partners LLC 110 E. Atlantic Ave Suite 200 Delray Beach FL 33444 July 10, 2023 Constellation Brands, Inc. 207 High Point Drive, Bldg. 100 Victor, NY 14564 Attn: James O. Bourdeau, Executive Vice President and Chief Legal Officer Re: Waiver of Right to Non-Voting Board Committee Role Dear Jim, Reference is made to the Reclassification Agreement, dated as of June 30, 2022,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 6, 2023 CONSTELLATION BRANDS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 6, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

CONSTELLATION BRANDS ANNOUNCES RETIREMENT OF ROB SANDS FROM ROLE AS CHAIR OF THE COMPANY’S BOARD OF DIRECTORS

Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES RETIREMENT OF ROB SANDS FROM ROLE AS CHAIR OF THE COMPANY’S BOARD OF DIRECTORS VICTOR, N.Y., July 6, 2023 - Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, today announced that Rob Sands will retire from his role as Chair of Constellation’s Board of Directors and will not stand for re-election as Board Chair following the comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Industry-Leading Growth of Beer Business Generates Double-Digit Net Sales Increase Modelo Especial Continues to Deliver Strong Performance and Leading Share Gains in U.S. Beer Category in Dollar Sales in Tracked Channels

Exhibit 99.1 Industry-Leading Growth of Beer Business Generates Double-Digit Net Sales Increase Modelo Especial Continues to Deliver Strong Performance and Leading Share Gains in U.S. Beer Category in Dollar Sales in Tracked Channels Net Sales Operating Income (Loss) Net Income (Loss) Attributable to CBI Adjusted Earnings Before Interest & Taxes Diluted Net Income (Loss) Per Share Attributable to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 24, 2023) (filed herewith).

Exhibit 10.1 STOCK OPTION AGREEMENT - GLOBAL TERMS AND CONDITIONS OF STOCK OPTIONS CLASS 1 COMMON STOCK Name of Participant: Grant Date: Number of Options Granted: Exercise Price: Vesting Dates and Shares to Vest: VEST DATE SHARES Earliest Retirement Date: The first November 1st that is at least six months following the Grant Date Termination Date: Constellation Brands, Inc. (the “Company”) hereby

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 29, 2023 CONSTELLATION BRANDS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 29, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

EX-99.1

Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 24, 2023) (filed herewith).

Exhibit 10.3 PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN Name of Participant: Grant Date: Target Number of Performance Share Units: Service Vesting Date: Earliest Retirement Date: The first November 1st that is at least six months following the Date of Grant PSU Payment Period Within the two-week period following the Service Vesting Da

Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after April 24, 2023) (filed herewith).

Exhibit 10.2 RESTRICTED STOCK UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLAN Name of Participant: Grant Date: Number of Restricted Stock Units: Vesting Dates and Shares to Vest: VEST DATE SHARE Earliest Retirement Date: The first November 1st that is at least six months following the Grant Date Constellation Brands, Inc. (the “Company”) hereby awards to th

Constellation Brands, Inc. (STZ) Vote Yes: Proposal #5 – Stockholder Proposal Regarding Greenhouse Gas Emissions Annual Meeting: July 18, 2023

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Constellation Brands, Inc. Name of persons relying on exemption: As You Sow Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitte

Constellation Brands, Inc. Corporation (STZ) Vote Yes: Item #6 – Stockholder Proposal Regarding a Circular Economy for Packaging Annual Meeting: July 18, 2023

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Constellation Brads, Inc. Name of persons relying on exemption: As You Sow Address of persons relying on exemption: Main Post Office, P.O. Box 751, Berkeley, CA 94704 Written materials are submitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Strong Fiscal 2023 Performance Including Record Net Sales and Operating Income Beer Business Outperforms Net Sales and Operating Income Growth Outlook For Fiscal 2023 Company Exceeds Goal to Return $5 Billion in Share Repurchases and Dividends Quarte

May 25, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including amendments thereto, with respect to the shares of Class A Common Stock, par value $0.01 per share, of Constellation Brands, Inc. and further agrees that

STZ / Constellation Brands Inc - Class A / Sands Richard Et Al - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Constellation Brands, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) Class A 21036P 10 8 (CUSIP Number) David M. Silk, Esq. Victor Goldfeld, Esq. Wachtell, Lipton, Rosen & Katz 51 W 52nd Str

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2023 CONSTELLATION BRANDS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2023 CONSTELLATION BRANDS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission F

Supplemental 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.

EX-4.1 Exhibit 4.1 CONSTELLATION BRANDS, INC., as Issuer and MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Supplemental Indenture No. 33 Dated as of May 1, 2023 4.900% Senior Notes due 2033 TABLE OF CONTENTS Page ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS 2 SECTION 1.1. Relation to Indenture 2 SECTION 1.2. Definitions 2 ARTICLE TWO THE SERIES OF DEBT SECURITIES 11 SECTION 2.1. Title of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2023 CONSTELLATION BRAND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

Calculation of Filing Fee Tables (Form Type) Constellation Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Regist

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)1 (Form Type) Constellation Brands, Inc.

Underwriting Agreement, dated April 27, 2023, among the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, for themselves and as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Constellation Brands, Inc. 4.900% Senior Notes Due 2033 Underwriting Agreement April 27, 2023 BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC as Representatives of the Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 c/o J.

$750,000,000 4.900% Senior Notes due 2033

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-268289 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 10, 2022) $750,000,000 4.900% Senior Notes due 2033 The Company: 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 Coron

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2023 CONSTELLATION BRAND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES

Exhibit 99.1 CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES VICTOR, N.Y., April 27, 2023 - Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that it priced the public offering of $750.0 million aggregate principal amount of 4.900% Senior Notes due 2033 (the “notes”) for a public offering price of 99.306% of the principal amount of the notes. The note

Summary of Final Terms and Details of the Issue $750,000,000 4.900% Senior Notes due 2033 Issuer: Constellation Brands, Inc. Principal Amount: $750,000,000 aggregate principal amount. Title of Securities: 4.900% Senior Notes due 2033 (the “2033 notes

FWP Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated April 27, 2023 Registration No.

SUBJECT TO COMPLETION, DATED APRIL 27, 2023

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268289 Information contained in this prospectus supplement and the accompanying prospectus is not complete and may be changed. This prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any juri

Subsidiaries of the Company (filed herewith).

Exhibit 21.1 SUBSIDIARIES OF CONSTELLATION BRANDS, INC. As of March 1, 2023 PLACE OF SUBSIDIARY INCORPORATION/FORMATION ALCOFI Inc. New York Allberry, Inc. California Austin Cocktails Investments, LLC Texas BC Tenedora Inmobiliaria, S. de R.L. de C.V. Mexico Bebidas Espirituosas Constellation Mexico, S. de R.L. de C.V. Mexico Canandaigua Limited England and Wales CB Blue Holdings LLC Delaware CB B

Amended and Restated Sub-license Agreement, dated as of June 7, 2013, between Marcas Modelo, S. de R.L. de C.V. and Constellation Beers Ltd.

Exhibit 10.45 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omissions are designated with brackets containing asterisks ("[****]"). EXECUTION COPY AMENDED AND RESTATED SUB-LICENSE AGREEMENT BETWEEN MARCAS MODELO, S. DE R.L. DE C.V. AND CONSTELLATION BEERS LTD. DATED: JUNE 7,

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-084

Form of Waiver to Reclassification Agreement

Exhibit 10.41 c/o WildStar Partners LLC 110 E. Atlantic Ave Suite 200 Delray Beach FL 33444 February 16, 2023 Constellation Brands, Inc. 207 High Point Drive, Bldg. 100 Victor, NY 14564 Attn: James O. Bourdeau, Executive Vice President and Chief Legal Officer Re: Waiver of FL office benefit Dear Jim, Reference is made to the Reclassification Agreement, dated as of June 30, 2022, by and among Const

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 5, 2023 CONSTELLATION BRANDS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 5, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commission

EX-99.1

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Strong Fiscal 2023 Performance Including Record Net Sales and Operating Income Beer Business Outperforms Net Sales and Operating Income Growth Outlook For Fiscal 2023 Company Exceeds Goal to Return $5 Billion in Share Repurchases and Dividends Quarte

Exhibit 99.1 Strong Fiscal 2023 Performance Including Record Net Sales and Operating Income Beer Business Outperforms Net Sales and Operating Income Growth Outlook For Fiscal 2023 Company Exceeds Goal to Return $5 Billion in Share Repurchases and Dividends Quarterly Cash Dividend Per Share of Class A Common Stock Increased by 11% Net Sales Operating Income Net Income (Loss) Attributable to CBI Ear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 26, 2023 CONSTELLATION BRAND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 26, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES SUMMARIZED SEGMENT INFORMATION (in millions)

March 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023 CONSTELLATION BR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commis

CAGNY 2023 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception o

cagnyconference CAGNY 2023 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions, and expected future developments, as well as other factors management believes are appropriate in the circumstances.

EX-99.1

CAGNY 2023FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions, and expected future developments, as well as other factors management believes are appropriate in the circumstances.

STZ / Constellation Brands, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Constellation Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 21036P108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

STZ / Constellation Brands, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0652-constellationbrandsin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Constellation Brands Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 21036P108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropr

Supplemental 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.

Exhibit 4.1 CONSTELLATION BRANDS, INC., as Issuer and MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Supplemental Indenture No. 32 Dated as of February 2, 2023 5.000% Senior Notes due 2026 TABLE OF CONTENTS Page ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS 2 SECTION 1.1. Relation to Indenture 2 SECTION 1.2. Definitions 2 ARTICLE TWO THE SERIES OF DEBT SECURITIES 11 SECTION 2.1. Title of the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 2, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

Underwriting Agreement, dated January 30, 2023, among the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for themselves and as representatives of the several underwriters named therein.

Exhibit 1.1 Constellation Brands, Inc. 5.000% Senior Notes Due 2026 Underwriting Agreement January 30, 2023 BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC as Representatives of the Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 c/o J.P. Morgan Securities LLC 383 Madi

$500,000,000 5.000% Senior Notes due 2026

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-268289 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 10, 2022) $500,000,000 5.000% Senior Notes due 2026 The Company: 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 Corona Extr

Calculation of Filing Fee Tables (Form Type) Constellation Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EX-FILING FEES 2 d393475dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(2)1 (Form Type) Constellation Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offeri

SUBJECT TO COMPLETION, DATED JANUARY 30, 2023

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268289 Information contained in this prospectus supplement and the accompanying prospectus is not complete and may be changed. This prospectus supplement and the accompanying prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdicti

Summary of Final Terms and Details of the Issue $500,000,000 5.000% Senior Notes due 2026 Issuer: Constellation Brands, Inc. Principal Amount: $500,000,000 aggregate principal amount. Title of Securities: 5.000% Senior Notes due 2026 (the “2026 notes

Issuer Free Writing Prospectus filed pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated January 30, 2023 Registration No.

CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES

Exhibit 99.1 CONSTELLATION BRANDS PRICES OFFERING OF SENIOR NOTES VICTOR, N.Y., Jan. 30, 2023 - Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that it priced the public offering of $500.0 million aggregate principal amount of 5.000% Senior Notes due 2026 (the “notes”) for a public offering price of 99.829% of the principal amount of the notes. The notes

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 25, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

CONSTELLATION BRANDS ANNOUNCES THE DECISION OF JAMES A. LOCKE III TO RETIRE FROM THE COMPANY’S BOARD OF DIRECTORS

Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES THE DECISION OF JAMES A. LOCKE III TO RETIRE FROM THE COMPANY’S BOARD OF DIRECTORS VICTOR, N.Y., Jan. 26, 2023 – Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that James A. Locke III (Jim) has informed the company that he will retire from the company’s Board of Directors at the end of his current term and con

EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Form of Joinder to Reclassification Agreement by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP).

Exhibit 10.4 JOINDER The undersigned is executing and delivering this Joinder pursuant to the Reclassification Agreement dated as of June 30, 2022 (as amended, modified and supplemented from time to time, the ?Reclassification Agreement?), by and among Constellation Brands, Inc., a Delaware corporation (the ?Company?), and the other persons named as parties therein (including pursuant to other Joi

Form of Executive Employment Agreement Release of Claims between the Company and its former Executive Chairman of the Board and its former Executive Vice Chairman of the Board.

Exhibit 10.3 FULL AND FINAL RELEASE OF CLAIMS 1. In consideration of the payments provided for in Sections 6(b)-(f) of the Executive Employment Agreement (hereinafter referred to as the ?Employment Agreement?) between CONSTELLATION BRANDS, INC. and (hereinafter referred to as ?Executive?), which is attached hereto and forms a part of this Full and Final Release of Claims, on behalf of himself, his

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 4, 2023 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

Constellation Delivers Strong Business Performance in Q3 Fiscal 2023 Beer Business Continues to Generate Industry-Leading Growth Beer Business Fiscal 2023 Net Sales and Operating Income Growth Outlook Raised

Exhibit 99.1 Constellation Delivers Strong Business Performance in Q3 Fiscal 2023 Beer Business Continues to Generate Industry-Leading Growth Beer Business Fiscal 2023 Net Sales and Operating Income Growth Outlook Raised Net Sales Operating Income Net Income (Loss) Attributable to CBI Earnings Before Interest & Taxes (EBIT) Diluted Net Income (Loss) Per Share Attributable to CBI (EPS) Diluted EPS

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception of historica

EX-99.1 2 d418551dex991.htm EX-99.1 Exhibit 99.1 2022 MORGAN STANLEY GLOBAL CONSUMER & RETAIL CONFERENCE DECEMBER 6, 2022 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that are based on certain assumptions, estimates, expectations, plans, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including amendments thereto, with respect to the shares of Class A Common Stock, par value $0.01 per share, of Constellation Brands, Inc. and further agrees that this Jo

STZ / Constellation Brands, Inc. / Sands Richard Et Al - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Constellation Brands, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) Class A 21036P 10 8 (CUSIP Number) David M. Silk, Esq. Victor Goldfeld, Esq. Wachtell, Lipton, Rosen & Katz 51 W 52nd Street New Y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

Form 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-08495 CONSTELLATION BRANDS, INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 3 CONSTELLATION BRANDS, INC. (Name of Issuer) Constellati

SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 3 CONSTELLATION BRANDS, INC. (Name of Issuer) Constellation Brands, Inc. Richard Sands Robert Sands Abigail Bennett Zachary Stern RES Master LLC RSS Master LLC Astra Legacy LLC WildStar Partners LL

STZ / Constellation Brands, Inc. / Sands Richard Et Al - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Constellation Brands, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) Class A 21036P 10 8 (CUSIP Number) David M. Silk, Esq. Victor Goldfeld, Esq. Wachtell, Lipton, Rosen & Katz 51 W 52nd Str

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including amendments thereto, with respect to the shares of Class A Common Stock, par value $0.01 per share, of Constellation Brands, Inc. and further agrees that

STZ / Constellation Brands, Inc. / Sands Richard Et Al - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Constellation Brands, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) Class A 21036P 10 8 (CUSIP Number) David M. Silk, Esq. Victor Goldfeld, Esq. Wachtell, Lipton, Rosen & Katz 51 W 52nd Street New Y

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 25, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including amendments thereto, with respect to the shares of Class A Common Stock, par value $0.01 per share, of Constellation Brands, Inc. and further agrees that this Jo

REGISTRATION RIGHTS AGREEMENT CONSTELLATION BRANDS, INC. Dated as of November 10, 2022

Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT OF CONSTELLATION BRANDS, INC. Dated as of November 10, 2022 This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of November 10, 2022 (the ?Effective Date?), by and among the Stockholders listed on Exhibit A hereto (each a ?Stockholder? and, collectively, the ?Stockholders?) and Constellation Brands, Inc., a Delaware corporation (the ?

Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONSTELLATION BRANDS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Constellation Brands, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware, hereby certifies as follows: FIRST. The present name of the corporation is Constellation Brand

Statement of Eligibility of Trustee on Form T-1.

Exhibit 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) MANUFACTURERS AND TRADERS TRUST COMPANY (Exact name of trustee as specified in its charter) New York 16-0538020 (State of incorporation if not a U.S. national bank) (I.R.S. employer identification no.) One M&T Plaz

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Constellation Brands, Inc.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 99.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of November 10, 2022, Constellation Brands, Inc. (?we?, ?our?, ?us?, the ?Company? or the ?Registrant?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), our Class A common stock (par value

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

29,870,072 Shares Constellation Brands, Inc. Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-268289 Prospectus Supplement (To Prospectus dated November 10, 2022) 29,870,072 Shares Constellation Brands, Inc. Class A Common Stock This prospectus supplement relates to the offer and sale from time to time of up to 29,870,072 shares of Class A common stock, $0.01 par value per share, of Constellation Brands, Inc. by the se

Registration Rights Agreement, dated as of November 10, 2022, by and among the Company and the stockholders party thereto (including form of Joinder by and among the Company and the entities party thereto (including AJB Business Holdings LP and ZMSS Business Holdings LP)).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT OF CONSTELLATION BRANDS, INC. Dated as of November 10, 2022 This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of November 10, 2022 (the ?Effective Date?), by and among the Stockholders listed on Exhibit A hereto (each a ?Stockholder? and, collectively, the ?Stockholders?) and Constellation Brands, Inc., a Delaware corporation (the ?

Calculation of Filing Fee Tables (Form Type) Constellation Brands, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Constellation Brands, Inc.

As filed with the Securities and Exchange Commission on November 10, 2022

Table of Contents As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

Amended and Restated By-Laws of the Company.

Exhibit 3.2 BY-LAWS OF CONSTELLATION BRANDS, INC. (the ?Corporation?) (Amended and Restated on November 10, 2022) ARTICLE I STOCKHOLDERS Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from tim

Description of Compensation Arrangements

Exhibit 10.2 Description of Compensation Arrangements for Non-Management Directors As of November 10, 2022 The following is a description of the compensation arrangements for the non-management directors of Constellation Brands, Inc. The Company?s annual compensation program for non-management directors for their service as directors consists of a board cash retainer, a non-executive board chair c

CONSTELLATION BRANDS ANNOUNCES COMPLETION OF PREVIOUSLY ANNOUNCED ELIMINATION OF CLASS B COMMON STOCK

Exhibit 99.2 CONSTELLATION BRANDS ANNOUNCES COMPLETION OF PREVIOUSLY ANNOUNCED ELIMINATION OF CLASS B COMMON STOCK VICTOR, N.Y., Nov. 10, 2022 ? Constellation Brands (NYSE: STZ), a leading beverage alcohol company, announced today that it completed the previously announced reclassification transaction and eliminated its Class B Common Stock. Trading in the Class B Common Stock will cease after the

CONSTELLATION BRANDS’ STOCKHOLDERS APPROVE PREVIOUSLY ANNOUNCED ELIMINATION OF CLASS B COMMON STOCK

Exhibit 99.1 CONSTELLATION BRANDS? STOCKHOLDERS APPROVE PREVIOUSLY ANNOUNCED ELIMINATION OF CLASS B COMMON STOCK VICTOR, N.Y., Nov. 9, 2022 ? Constellation Brands (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced that its stockholders approved and adopted at a special meeting held this afternoon an amended and restated charter, which will effectuate the previously announced elim

Mailing from Constellation Brands, Inc. to its stockholders dated November 2, 2022, relating to the Reclassification (filed with the Securities and Exchange Commission on November 2, 2022 by Constellation Brands, Inc. pursuant to Rule 425 under the Securities Act).

425 Filed by Constellation Brands, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Constellation Brands, Inc. Commission File No. 001-08495 The following was distributed to stockholders of Constellation Brands, Inc. on November 2, 2022. November 2, 2022 Dear Stockholder: According to our

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2022 CONSTELLATION BRA

Form 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 1, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation)

Amendment No. 3, dated as of October 18, 2022, to Amended and Restated Term Loan Credit Agreement, dated as of March 26, 2020, as amended by Amendment No. 1, dated as of June 10, 2021, and Amendment No. 2, dated as of April 14, 2022, by and among the Company and Bank of America, N.A., as Administrative Agent and Lender.

Exhibit 4.3 Execution Version AMENDMENT NO. 3 TO THE TERM LOAN AGREEMENT AMENDMENT NO. 3 TO THE TERM LOAN AGREEMENT, dated as of October 18, 2022 (this ?Amendment Agreement?), between Constellation Brands, Inc., a Delaware corporation (the ?Company?) and Bank of America, N.A., as Administrative Agent (as defined below) and as Lender. PRELIMINARY STATEMENTS A. The Company entered into an Amended an

Amendment No. 1, dated as of October 18, 2022, to Tenth Amended and Restated Credit Agreement, dated as of April 14, 2022, by and among the Company, CB International Finance S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto.

Exhibit 4.2 Execution Version AMENDMENT NO. 1 TO THE TENTH AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1 TO THE TENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 18, 2022 (this ?Amendment Agreement?), among Constellation Brands, Inc., a Delaware corporation (the ?Company?) and CB International Finance S.? r.l., a private limited liability company (soci?t? ? responsabilit? li

Amendment No. 1, dated as of October 18, 2022, to the Term Loan Credit Agreement, dated as of August 9, 2022, by and among the Company, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto.

Exhibit 4.1 Execution Version AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT, dated as of October 18, 2022 (this ?Amendment Agreement?), among Constellation Brands, Inc., a Delaware corporation (the ?Company?), the Lenders party hereto, and Bank of America, N.A., as Administrative Agent (as defined below). PRELIMINARY STATEMENTS A. The Company e

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commiss

CONSTELLATION BRANDS ANNOUNCES PLAN TO CONVERT COMMON STOCK HOLDING IN CANOPY GROWTH

Exhibit 99.1 CONSTELLATION BRANDS ANNOUNCES PLAN TO CONVERT COMMON STOCK HOLDING IN CANOPY GROWTH ? Canopy Growth announces plans to consolidate all U.S. cannabis assets into a single entity, Canopy USA, creating a U.S. holding company and exchangeable share structure designed to enable Canopy USA to trigger full ownership of U.S. cannabis investments and capitalize on U.S. cannabis market opportu

Mailing from Constellation Brands, Inc. to its stockholders dated October 7, 2022, relating to the Reclassification (filed with the Securities and Exchange Commission on October 7, 2022 by Constellation Brands, Inc. pursuant to Rule 425 under the Securities Act).

Filed by Constellation Brands, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Constellation Brands, Inc. Commission File No. 001-08495 The following was distributed to stockholders of Constellation Brands, Inc. on October 7, 2022. October 7, 2022 Dear Stockholder: According to our latest

Constellation Delivers Strong Business Performance in Q2 Fiscal 2023 Beer Business Generates Double-Digit Net Sales and Operating Income Growth Beer Business Fiscal 2023 Net Sales and Operating Income Growth Outlook Increased

Exhibit 99.1 Constellation Delivers Strong Business Performance in Q2 Fiscal 2023 Beer Business Generates Double-Digit Net Sales and Operating Income Growth Beer Business Fiscal 2023 Net Sales and Operating Income Growth Outlook Increased Net Sales Operating Income Net Income (Loss) Attributable to CBI Earnings Before Interest & Taxes (EBIT) Diluted Net Income (Loss) Per Share Attributable to CBI

CONSTELLATION BRANDS FURTHER REFINES WINE AND SPIRITS PORTFOLIO AS PART OF ONGOING EFFORTS TO INFLECT BUSINESS TOWARD THE HIGHER-END Company to Divest a Portion of its Mainstream and Premium Wine Brands to The Wine Group

Exhibit 99.2 CONSTELLATION BRANDS FURTHER REFINES WINE AND SPIRITS PORTFOLIO AS PART OF ONGOING EFFORTS TO INFLECT BUSINESS TOWARD THE HIGHER-END Company to Divest a Portion of its Mainstream and Premium Wine Brands to The Wine Group VICTOR, N.Y. and SAN FRANCISCO, October 6, 2022 ? Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced today that it has re

CONSTELLATION BRANDS FURTHER REFINES WINE AND SPIRITS PORTFOLIO AS PART OF ONGOING EFFORTS TO INFLECT BUSINESS TOWARD THE HIGHER-END Company to Divest a Portion of its Mainstream and Premium Wine Brands to The Wine Group

EX-99.2 4 stzex9922022winedivestitu.htm EX-99.2 Exhibit 99.2 CONSTELLATION BRANDS FURTHER REFINES WINE AND SPIRITS PORTFOLIO AS PART OF ONGOING EFFORTS TO INFLECT BUSINESS TOWARD THE HIGHER-END Company to Divest a Portion of its Mainstream and Premium Wine Brands to The Wine Group VICTOR, N.Y. and SAN FRANCISCO, October 6, 2022 – Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage

EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 5, 2022 CONSTELLATION BRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 5, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Constellation Delivers Strong Business Performance in Q2 Fiscal 2023 Beer Business Generates Double-Digit Net Sales and Operating Income Growth Beer Business Fiscal 2023 Net Sales and Operating Income Growth Outlook Increased

Exhibit 99.1 Constellation Delivers Strong Business Performance in Q2 Fiscal 2023 Beer Business Generates Double-Digit Net Sales and Operating Income Growth Beer Business Fiscal 2023 Net Sales and Operating Income Growth Outlook Increased Net Sales Operating Income Net Income (Loss) Attributable to CBI Earnings Before Interest & Taxes (EBIT) Diluted Net Income (Loss) Per Share Attributable to CBI

The following are excerpts of Constellation Brands, Inc.’s second quarter fiscal 2023 earnings call held October 6, 2022.

Filed by Constellation Brands, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Constellation Brands, Inc. Commission File No. 001-08495 The following are excerpts of Constellation Brands, Inc.?s second quarter fiscal 2023 earnings call held October 6, 2022. Corporate Participants Garth Ha

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 5, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissi

RECLASSIFICATION PROPOSED—YOUR VOTE IS VERY IMPORTANT PROSPECTUS FOR CONSTELLATION BRANDS, INC. 23,205,885 SHARES OF CLASS A COMMON STOCK (NYSE: STZ)

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-266434 RECLASSIFICATION PROPOSED?YOUR VOTE IS VERY IMPORTANT PROSPECTUS FOR CONSTELLATION BRANDS, INC. 23,205,885 SHARES OF CLASS A COMMON STOCK (NYSE: STZ) Dear Fellow Stockholder: On June 30, 2022, Constellation Brands, Inc. (the ?Company?) announced a proposed reclassification (the ?Reclassification?) of the Company?s commo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 2 CONSTELLATION BRANDS, INC. (Name of Issuer) Constellati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 2 CONSTELLATION BRANDS, INC. (Name of Issuer) Constellation Brands, Inc. Richard Sands Robert Sands Abigail Bennett Zachary Stern RES Master LLC RSS Master LLC Astra Legacy LLC WildStar Partners LLC RES Busi

Constellation Brands, Inc. 207 High Point Drive, Building 100 Victor, New York 14564 September 19, 2022

Constellation Brands, Inc. 207 High Point Drive, Building 100 Victor, New York 14564 September 19, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Evan Ewing Re: Constellation Brands, Inc. Registration Statement on Form S-4 File No. 333-266434 Ladies and Gentlemen: Pursuant to Rule 461 unde

601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 September 9, 2022

CORRESP 1 filename1.htm 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com September 9, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, NE Washington, D.C. 20549 Attention: Perry Hindin Re: Constellation Brands, Inc. Amendment No. 1 to Schedule 13E-3 filed September 6, 2022 File No.

Form of Proxy and Voting Instruction Card for Class B Common Stock

Exhibit 99.2 CONSTELLATION BRANDS, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [TBD], 2022. Have this proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 1 CONSTELLATION BRANDS, INC. (Name of Issuer) Constellati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 1 CONSTELLATION BRANDS, INC. (Name of Issuer) Constellation Brands, Inc. Richard Sands Robert Sands Abigail Bennett Zachary Stern RES Master LLC RSS Master LLC Astra Legacy LLC WildStar Partners LLC RES Busi

As filed with the Securities and Exchange Commission on September 2, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 2, 2022 Registration No.

Consent of Centerview Partners LLC

Exhibit 99.3 The Special Committee of the Board of Directors Constellation Brands, Inc. 207 High Point Drive, Bldg. 100 Victor, New York 14564 The Special Committee: We hereby consent to the inclusion of our opinion letter, dated June 29, 2022, to the Special Committee of the Board of Directors of Constellation Brand, Inc. (?Constellation?) as Annex D to, and reference to such opinion letter under

Form of Proxy and Voting Instruction Card for Class A Common Stock

Exhibit 99.1 CONSTELLATION BRANDS, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [TBD], 2022. Have this proxy

601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 September 2, 2022

601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com September 2, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, NE Washington, D.C. 20549 Attention: Perry Hindin Re: Constellation Brands, Inc. Schedule 13E-3 filed August 1, 2022 File No. 005-38227 Registration Statement on Form S-4

Investor Presentation, relating to the Reclassification (filed with the Securities and Exchange Commission on August 15, 2022 by Constellation Brands, Inc. pursuant to Rule 425 under the Securities Act).

Filed by Constellation Brands, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Constellation Brands, Inc. Commission File No. 001-08495 CLASS B STOCK RECLASSIFICATION AGREEMENT CONSTELLATION BRANDS SUSTAINING PROFITABLE GROWTH & BUILDING SHAREHOLDER VALUE COMPANY BEER WINE & SPIRITS PRODU

Term Loan Credit Agreement, dated as of August 9, 2022, by and among the Company, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto.

Exhibit 4.1 PUBLISHED CUSIP NUMBER: 21036CCB1 CUSIP (TERM FACILITY): 21036CCC9 TERM LOAN CREDIT AGREEMENT dated as of August 9, 2022 among CONSTELLATION BRANDS, INC., as the Company and BANK OF AMERICA, N.A., as Administrative Agent, The Lenders Party Hereto, BANK OF AMERICA, N.A. and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH BANK OF MONTREAL GOLDMAN SACHS BANK USA JPMORGAN CHASE BANK,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2022 CONSTELLATION BRAND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2022 CONSTELLATION BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-08495 16-0716709 (State or other jurisdiction of incorporation) (Commissio

Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated August 10, 2021.

Exhibit (c)(24) Preliminary Controlled Company Trading Analyses AUGUST 10, 2021 STRICTLY PRIVATE & CONFIDENTIAL STRICTLY PRIVATE & CONFIDENTIAL Perspectives on Controlled Company Trading Patterns Based on our recent discussion, Greenhill reviewed the prevalence of controlled companies in the U.

Presentation by Centerview Partners LLC to the Special Committee, dated June 17, 2022.

Exhibit (c)(6) ? Confidential Draft ? Project Gemini: Confidential Discussion Materials June 17, 2022 ? Confidential Draft ? Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose.

Presentation by Centerview Partners LLC to the Special Committee, dated June 3, 2022.

Exhibit (c)(8) ? Confidential Draft ? Project Gemini: Confidential Discussion Materials June 3, 2022 ? Confidential Draft ? Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose.

Presentation by Centerview Partners LLC to the Special Committee, dated June 25, 2022.

Exhibit (c)(4) ? Confidential Draft ? Project Gemini: Confidential Discussion Materials June 25, 2022 ? Confidential Draft ? Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose.

Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated June 9, 2022.

Exhibit (c)(19) PROJECT BEACH Sands Family Perspectives JUNE 9, 2022 STRICTLY PRIVATE & CONFIDENTIAL STRICTLY PRIVATE & CONFIDENTIAL Sands Family Perspectives on Reclassification We believe there is significant value to the Company in a potential reclassification ? A move to a one-share, one-vote standard with best-in-class governance provisions aligns shareholders, introduces new investors previo

Presentation by Greenhill & Co., LLC to members of the Sands Family Stockholders, dated June 29, 2022.

Exhibit (c)(18) Exhibit (c)(18) PROJECT BEACH Discussion Materials JUNE 29, 2022 STRICTLY PRIVATE & CONFIDENTIAL STRICTLY PRIVATE & CONFIDENTIAL Overview of Economic Terms of Agreement Agreement Summary The Special Committee of Constellation?s Board of Directors has agreed to an aggregate cash premium of $1.

Presentation by Centerview Partners LLC to the Special Committee, dated April 15, 2022.

Exhibit (c)(16) ? Confidential Draft ? Project Gemini: Confidential Discussion Materials For The Special Committee April 15, 2022 ? Confidential Draft ? Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose.

Presentation by Centerview Partners LLC to the Special Committee, dated May 23, 2022.

Exhibit (c)(9) Confidential Draft ? Project Gemini: Confidential Discussion Materials May 23, 2022 ? Confidential Draft ? Disclaimer This presentation has been prepared by Centerview Partners LLC (?Centerview?) for use solely by the Special Committee of the Board of Directors of Gemini in connection with its evaluation of a proposed share reclassification and for no other purpose.