DEF 14A of Constellation Brands, Inc., Jun 8, 2026

DEF 14A of Constellation Brands, Inc.

Filed Jun 8, 2026 · FY20260000016918-26-000023

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  2. Director Nominees

    Director Nominees The terms of our current directors will expire at the Meeting. The Board has nominated twelve directors to be elected by the stockholders at the Meeting to hold office until the next Annual Meeting of Stockholders and until their successors are elected and qualified. We provide an overview of the twelve nominees in the table below. Starting on page 9, we provide a full matrix of director skills and experiences, as well as the rationale for considering such skills and experiences. See “Director Biographies” beginning on page 13 for more information about each of our director nominees.

  3. Director Nominees

    | Nominee | Age | Director Since | Independent | Other Public Company Boards | Current Committee Membership (C = Chair) | | Christopher J. Baldwin | 63 | 2024 | Y | 1 | Independent Board Chair No Committees | | Christy Clark | 60 | 2019 | Y | 0 | HRC | | Jennifer M. Daniels | 62 | 2018 | Y | 0 | CGNRC (C) Audit | | Nicholas I. Fink | 51 | 2021 | N | 0 | None | | E. Morgan Flatley | 52 | 2026 | Y | 0 | None | | William T. Giles | 66 | 2023 | Y | 2 | HRC | | Ernesto M. Hernández | 68 | 2014 | Y | 2 | CGNRC HRC (C) | | José Manuel Madero Garza | 58 | 2019 | Y | 1 | Audit | | Daniel J. McCarthy | 62 | 2015 | Y | 0 | Audit (C) CGNRC | | Richard Sands* | 75 | 1982 | N | 0 | None | | Robert Sands* | 67 | 1990 | N | 0 | None | | Luca Zaramella | 57 | 2023 | Y | 0 | Audit |

  4. Director Nominees

    * Messrs. Richard Sands and Robert Sands are the nominees of WildStar pursuant to the Reclassification Agreement. Management does not anticipate that any of the nominees will become unavailable to serve for any reason, but if that should occur before the Meeting, proxies will be voted FOR another nominee or nominees to be selected by the Board, subject to WildStar’s right pursuant to the Reclassification Agreement to designate a replacement for its nominees.

  5. Evaluation and Selection Process for Director Nominees

    Evaluation and Selection Process for Director Nominees The Board selects director candidates based on the recommendation of the CGNR Committee. This committee has developed, and the Board has adopted, the Corporate Governance Guidelines which include provisions relating to composition and operation of the Board, and the Board’s interaction with management. This committee is responsible for developing lists of desirable director candidates, screening prospective candidates, sharing information concerning the candidates and the process with the Board, and soliciting input from other members of the Board. The Board continually reviews its composition to identify the skills needed for our Company both in the near term and into the future. Ongoing strategic board succession planning, along with our compulsory retirement age for directors who joined the Board after June 2002, help ensure that the Board continues to maintain an appropriate mix of objectivity, skills, and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. Historically, the CGNR Committee has used independent third-party search firms to help identify, evaluate, and conduct due diligence on potential director candidates. Using a professional search firm supports the CGNR

  6. Evaluation and Selection Process for Director Nominees

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 8 |

  7. Evaluation and Selection Process for Director Nominees

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  8. Evaluation and Selection Process for Director Nominees

    Committee in conducting a broad search designed to develop a desirable pool of potential candidates. The CGNR Committee also considers recommendations made by the members of the Board, as well as input and feedback provided to the Board by stockholders, stockholder advocacy groups, and proxy advisors on matters related to board composition (including board size, inclusivity, skill set, and leadership). The CGNR Committee and the Board apply equal rigor in making nomination decisions for directors standing for re-election as they do in evaluating prospective candidates to join the Board, subject to the requirements of the Reclassification Agreement to nominate or appoint WildStar designees. Our Board expects individual directors to allot sufficient time and attention to Company matters. The CGNR Committee conducts an annual review of director and committee leadership time commitments covering various categories to assess that each director has sufficient time to commit to his or her service on the Board and its committees.

  9. Evaluation and Selection Process for Director Nominees

    | Category | Description | | Attendance, Contributions, and Overall Commitment | Attendance and contributions at Board and committee meetings, and overall commitment to the director’s duties | | Board and Director Evaluations | Feedback received during the annual Board, committee, and director evaluation process as well as discussions between each director and the Board Chair, CGNR Committee Chair, and CEO | | Director Experiences, Skills, and Qualifications | Possession of experiences and skills considered essential to creating an effective, well-rounded, and diverse Board that is empowered for proper oversight of our business and the extent to which the director contributes to the appropriate mix of objectivity, skills, and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging institutional knowledge and historical perspective | | Public Company Board Leadership Positions and Other Time Commitments | Stringent evaluation of overboarding considerations, time commitments, compliance with our Corporate Governance Guidelines limits on outside boards, and potential conflicts of interest or independence concerns | | Stockholder Feedback | Assessment of stockholder feedback, including level of support received at the most recent Annual Meeting of Stockholders |

  10. Director Nominee Demographics (1)

    Director Nominee Demographics (1) The average tenure of the independent director nominees is 5.8 years.

  11. Director Nominee Demographics (1)

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 11 |

  12. Director Nominee Demographics (1)

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  13. Director Nominee Demographics (1)

    (1)Based on self-disclosed demographic information as of June 5, 2026. The Board is also committed to a diversified membership, in terms of both the individuals involved and their various experiences and areas of expertise, as it believes this benefits our international operations as well as reflecting our consumers and the communities where we live and work.

  14. Director Independence

    Director Independence The Board has adopted and reviews its Corporate Governance Guidelines on an annual basis. These guidelines, which were most recently revised in September 2025, require the CGNR Committee and the Board to review all relationships between the Company and directors or director nominees when determining whether certain relationships between our directors and the Company or its subsidiaries are “material relationships” for purposes of the NYSE independence standards. The Corporate Governance Guidelines are available on our investor relations website at https://ir.cbrands.com under the section entitled “Governance Documents.” In April 2026, the Board reviewed the independence of each incumbent director and incumbent director nominee, and in May 2026, the Board reviewed the independence of Ms. Flatley in connection with her election as an independent director. Based on the Corporate Governance Guidelines and the recommendation of the CGNR Committee, the Board has affirmatively determined that none of the following directors and director nominees had any material relationship with the Company and are therefore independent: Christopher J. Baldwin, Christy Clark, Jennifer M. Daniels, E. Morgan Flatley, William T. Giles, Ernesto M. Hernández, José Manuel Madero Garza, Daniel J. McCarthy, and Luca Zaramella. Accordingly, each director and director nominee, other than Nicholas I. Fink, Richard Sands, and Robert Sands, is independent. Therefore, following the Meeting, assuming all of the nominated directors are elected, the Board will consist of twelve directors, nine of whom will be independent. The Board also assessed the independence of William A. Newlands, our former President and CEO, who served on the Board during Fiscal 2026 and determined that he was not independent for his tenure on the Board. In determining the independence of each director, the Board considered and deemed immaterial to the directors’ independence transactions involving the sale of products and services in the ordinary course of business between the Company and companies or organizations at which some of our directors were directors, officers, or employees. In each case, the amount paid to or received from these companies or organizations in each of the last three years was determined to be immaterial. Specifically, for Mr. Baldwin, the Board considered two small commercial relationships for products and services with certain of the portfolio companies of CVC Advisors (U.S.) Inc. over the past three fiscal years. Mr. Baldwin is a Managing Partner of CVC. The Board determined that this relationship did not impair the independence of the director.

  15. Director Independence

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 12 |

  16. Director Independence

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  17. Director Biographies

    Director Biographies The reported age of each nominee as presented in the following biographies is as of June 5, 2026.

  18. Director Biographies

    | Christopher J. Baldwin Director since 2024 Independent Age 63 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Brand Building and Marketing •Human Capital Management | Independent Board Chair Background: Mr. Baldwin has served as a Managing Partner of CVC Advisors (U.S.) Inc., a leading global private markets manager, since October 2020. Prior to that, he served in various capacities for BJ’s after joining the company in September 2015. At BJ’s, Mr. Baldwin’s roles included Chief Executive Officer from February 2016 to February 2020 and Chairman of the board in both executive and non-executive capacities at various times between May 2018 and June 2023. While at BJ’s, Mr. Baldwin served as Chairman of the board of directors of the National Retail Federation, the world’s largest retail trade association, from 2018 to 2020. Mr. Baldwin’s previous positions include Chief Executive Officer of Hess Retail Corporation, a global independent energy company and spin-off of Hess Corporation, from 2010 to March 2015, and various executive roles at Kraft Foods Group, Inc. (a predecessor of The Kraft Heinz Company), a food and beverage company; The Hershey Company, a global confectionary manufacturer; Nabisco, a manufacturer of cookies and snacks; and The Procter & Gamble Company, a multinational consumer goods corporation. Relevant Expertise: Mr. Baldwin brings to the board extensive executive and board leadership experience from his current and previous roles as chief executive officer and chairman of multiple entities. He also possesses deep knowledge of the CPG and food and beverage industries from more than 20 years of service in multiple facets of business leadership, including branding, marketing, and human capital development. Other Current Public Directorships: •Advantage Solutions Inc. (Nasdaq: ADV) Other Public Directorships in the Past Five Years: •BJ’s Wholesale Club Holdings Inc. (NYSE: BJ) 2018-2024 |

  19. Director Biographies

    | Christy Clark Director since 2019 Independent Age 60 Key Skills: •Senior Leadership •Human Capital Management •International Operations | Committee: Human Resources Background: Ms. Clark has served as a Senior Advisor at Bennett Jones LLP, an internationally recognized Canadian law firm, since July 2018. From March 2011 to July 2017, she was the Premier of the Province of British Columbia, Canada. When she left politics in 2017, she was the longest serving female Premier in Canadian history. Relevant Expertise: As Premier of British Columbia, Ms. Clark earned a reputation as a consensus builder who governed over a multi-year period of economic growth and diversification during which the province became Canada’s economic leader and first amongst the provinces in job creation. She brings to the Board her extensive experience in leading large organizations, confronting and building consensus around tough issues, as well as valuable insights into Canadian and international markets, fiscal management, and government relations. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •Shaw Communications (NYSE: SJR) 2018-2023 •Recipe Unlimited Corporation (TSX: RECP) 2018-2022 |

  20. Director Biographies

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 13 |

  21. Director Biographies

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  22. Director Biographies

    | Jennifer M. Daniels Director since 2018 Independent Age 62 Key Skills: •Senior Leadership •Industry •Accounting and Financial Reporting •Human Capital Management •International Operations | Committees: Corporate Governance, Nominating, and Responsibility (Chair) Audit Background: Ms. Daniels has served as Vice Chair of Colgate-Palmolive Company (NYSE: CL), a leading global consumer products company, since June 2026 after serving as its Chief Legal Officer and Secretary from November 2014 to May 2026. She intends to retire from Colgate-Palmolive Company in 2026. Ms. Daniels previously served as Senior Vice President, General Counsel, and Secretary of NCR Corporation from 2010 to 2014. She also served as Vice President, General Counsel, and Secretary of Barnes & Noble, Inc. from 2007 through 2010. Before that, she spent nearly 17 years at IBM, progressing through increasingly senior roles including Vice President, Assistant General Counsel, Chief Trust and Compliance Officer. Relevant Expertise: Ms. Daniels brings to the Board over 15 years of governance and legal experience developed at multiple public companies spanning several industries. Her recent experiences provide the Board with a global lens on consumer products business, the benefits of a strong transactional track record, and in-depth knowledge of the corporate governance practices of publicly-traded companies. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  23. Director Biographies

    | Nicholas I. Fink President and Chief Executive Officer Director since 2021 Age 51 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Brand Building and Marketing •Human Capital Management •International Operations | Background: Mr. Fink has served as President and Chief Executive Officer of the Company since April 2026. Prior to that he served as Chief Executive Officer of Fortune Brands from January 2020 to March 2026; as President and Chief Operating Officer of Fortune Brands from March 2019 to January 2020; as President of Fortune Brands’ Water Innovations group from July 2016 to March 2019; and as Senior Vice President of Global Growth and Development of Fortune Brands from June 2015 to July 2016. Prior to that, he served in a number of senior leadership roles at Beam Suntory, Inc. (now known as Suntory Global Spirits), a global spirits company, including as President, Asia Pacific and South America and Senior Vice President, Chief Strategy Officer. Relevant Expertise: As the Company’s President and Chief Executive Officer, Mr. Fink is responsible for providing strategic leadership to the Company and working with the Board to establish long-range goals, strategies, plans, and policies. He also brings to our Board executive and operational leadership experience gained as a former chief executive officer and chief operating officer, including his experience creating incremental stockholder value through deploying capital, investing in consumer-driven innovation, and developing high-performance teams. Mr. Fink has more than 20 years of international and consumer brand experience, including within the beverage alcohol industry, as well as his experience with mergers and acquisitions and strategy. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •Fortune Brands Innovations, Inc. (NYSE: FBIN) 2020-2026 |

  24. Director Biographies

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 14 |

  25. Director Biographies

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  26. Director Biographies

    | E. Morgan Flatley Director since 2026 Independent Age 52 Key Skills: •Senior Leadership •Industry •Brand Building and Marketing •Human Capital Management •International Operations | Background: Ms. Flatley has served as Executive Vice President, Global Chief Marketing Officer and New Business Ventures of McDonald’s (NYSE: MCD), the world’s leading global foodservice retailer, since February 2023. In this role, she is responsible for global brand-building at McDonald’s, including driving the company’s growth and transformation across marketing, menu, value platforms, digital customer engagement, insights, and new business ventures. She previously served as Senior Vice President, Global Chief Marketing Officer from November 2021 to January 2023 and as Senior Vice President, Chief Marketing and Digital Customer Experience Officer from May 2017 to November 2021. From 2004 to April 2017, she held several positions with PepsiCo Inc., a multinational food, snack, and beverage company, most recently as its Senior Vice President and Chief Marketing Officer, Global Nutrition. Relevant Expertise: Ms. Flatley brings to the Board proven executive leadership experience, deep food and beverage industry expertise, and experience in marketing, creativity, and advertising as well as business growth through revenue growth management, strategy, digital transformation and engagement, and customer insights and loyalty. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None | | William T. Giles Director since 2023 Independent Age 66 Key Skills: •Senior Leadership •Finance and Capital Allocation •Accounting and Financial Reporting •Human Capital Management •International Operations | Committee: Human Resources Background: Mr. Giles served as Chief Financial Officer and Executive Vice President – Finance, Information Technology and Store Development, Customer Satisfaction for AutoZone (NYSE: AZO), the leading retailer and distributor of automotive replacement parts and accessories in the Americas, from 2007 to January 2021. Mr. Giles joined AutoZone in 2006 as Chief Financial Officer and Executive Vice President – Finance. From 1991 to May 2006, he held several positions with Linens ‘n Things, Inc., a retailer of home textiles, housewares, and decorative home accessories, most recently as Executive Vice President and Chief Financial Officer. Prior to 1991, Mr. Giles was with Melville, Inc. and PricewaterhouseCoopers. Relevant Expertise: Mr. Giles brings to the Board more than three decades of financial proficiency and business leadership in the retail products industry. The Board benefits from the extensive skills that he developed as the chief financial officer of a public company and his ability to provide insights into the strategic, risk management, governance, and financial topics under consideration at Constellation. Other Current Public Directorships: •Brinker International (NYSE: EAT) •Floor and Decor Holdings, Inc (NYSE: FND) Other Public Directorships in the Past Five Years: •None |

  27. Director Biographies

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 15 |

  28. Director Biographies

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  29. Director Biographies

    | Ernesto M. Hernández Director since 2014 Independent Age 68 Key Skills: •Senior Leadership •Finance and Capital Allocation •Operations and Supply Chain •Accounting and Financial Reporting •Human Capital Management •International Operations | Committees: Human Resources (Chair) Corporate Governance, Nominating, and Responsibility Background: Mr. Hernández retired from GM de Mexico, a subsidiary of General Motors Company, in January 2020. From June 2011 until August 2019, he served as President and Managing Director of GM de Mexico. Prior to that he served as Vice President and Executive Director of Sales, Service and Marketing of GM de Mexico, having served in that role from April 2003 through May 2011. Mr. Hernández began his career with GM de Mexico in 1980 and held numerous positions of growing responsibility within that company. Relevant Expertise: Mr. Hernández brings to the Board over 40 years of experience operating large manufacturing businesses in Mexico. His tenure at General Motors included overall responsibility for the commercial and manufacturing sides of General Motors’ operations in Mexico, Central America, and the Caribbean. The Board’s oversight of Constellation’s operations in Mexico benefits greatly from his experience and insights regarding Mexican business operations. Other Current Public Directorships: •Dana Incorporated (NYSE: DAN) •BRP Inc. (TSX: DOO; NASDAQ: DOO) Other Public Directorships in the Past Five Years: •None |

  30. Director Biographies

    | José Manuel Madero Garza Director since 2019 Independent Age 58 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Accounting and Financial Reporting •Human Capital Management •International Operations | Committee: Audit Background: Mr. Madero is currently an independent business consultant based out of Mexico City. He previously served as interim Non-Executive Chair of the Board of the Company from July 2023 to March 2024. He served as honorary advisor of the COFINECE (national council for the promotion of investment, employment, and economic growth) at the Office of the Chief of Staff of the President of Mexico from March 2019 until his term ended in December 2019. Prior to that, he served as Chief Executive Officer of Grupo Bepensa from February 2015 through February 2019. From 2005 to 2015, Mr. Madero held various roles of growing responsibility with Monsanto Company, a global agriculture company, including Vice President of International Business Development from September 2014 to January 2015, President and Regional Lead EMEA from February 2013 to August 2014, President and Regional Lead Latin America North from August 2009 to January 2013, Vice President of Commercial Operations for Latin America South from December 2007 to August 2009, and President and Regional Lead of Australia and New Zealand from August 2006 to December 2007. Relevant Expertise: Mr. Madero brings to the Board valuable leadership and business experience, including his experience as the former chief executive officer of Grupo Bepensa, a Mexican business conglomerate operating across the industrial, automotive, financial services, and beverage (both alcoholic and non-alcoholic) sectors. Mr. Madero has successfully navigated the complexities of Mexican business operations, including the local regulatory environment, and brings that skill set and experience to the Board. Other Current Public Directorships: •Newmont Corporation (NYSE: NEM) Other Public Directorships in the Past Five Years: •None |

  31. Director Biographies

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 16 |

  32. Director Biographies

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  33. Director Biographies

    | Daniel J. McCarthy Director since 2015 Independent Age 62 Key Skills: •Senior Leadership •Finance and Capital Allocation •Operations and Supply Chain •Accounting and Financial Reporting •Human Capital Management | Committees: Audit (Chair) Corporate Governance, Nominating, and Responsibility Background: Mr. McCarthy stepped down from Frontier Communications Corporation, a communications company, in December 2019. Since April 2015, he had served as Frontier’s President and Chief Executive Officer, having been elected to the Frontier board of directors in May 2014. Prior to that he was President and Chief Operating Officer from April 2012 to April 2015, and, previously, was Executive Vice President and Chief Operating Officer from January 2006 to April 2012; Senior Vice President, Field Operations from December 2004 to December 2005; and Senior Vice President, Broadband Operations from January 2004 to December 2004. Mr. McCarthy began his career with Frontier in 1990 and held numerous positions of increasing responsibility within that company. Frontier filed a petition under Chapter 11 of the Bankruptcy Code in April 2020. Relevant Expertise: Mr. McCarthy brings to the Board his extensive experience as a former chief executive officer, where he demonstrated an ability for oversight, ensuring operational excellence and strategic alignment across the business. He also brings his experience in strategic planning, financial reporting, the competitive environment, mergers and acquisitions, and regulatory affairs. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  34. Director Biographies

    | Richard Sands, Ph.D. Director since 1982 Age 75 Key Skills: •Senior Leadership •Industry •Brand Building and Marketing •Human Capital Management | Background: Mr. Sands previously served as Executive Vice Chairman of the Board of the Company from March 2019 through November 2022 and as Chairman of the Board of the Company from September 1999 through February 2019. He was employed by the Company in various capacities from 1979 through November 2022. He served as Chief Executive Officer from October 1993 to July 2007, as President from May 1986 to December 2002, as Chief Operating Officer from May 1986 to October 1993, and as Executive Vice President from 1982 to May 1986. He is the brother of Robert Sands. During the period of Mr. Sands’ leadership, the Company expanded through a combination of organic internal growth and inorganic mergers and acquisitions to become a leading global producer and marketer of beverage alcohol brands across imported beer, wine, and spirits. Under the experienced leadership of Mr. Richard Sands and his brother Mr. Robert Sands, the Company grew from a regional wine company to a publicly traded total beverage alcohol company in the S&P 500 with revenues for Fiscal 2023 in excess of $9 billion. Relevant Expertise: Mr. Sands brings to the Board deep experience with the Company’s management, strategic priorities, and history. He has been a dynamic leader for decades, bringing his diverse skill set to bear in both the board room and operations of the Company. Mr. Sands was nominated to the Board by WildStar pursuant to the terms of the Reclassification Agreement. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  35. Director Biographies

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 17 |

  36. Director Biographies

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  37. Director Biographies

    | Robert Sands Director since 1990 Age 67 Key Skills: •Senior Leadership •Industry •Brand Building and Marketing •Human Capital Management | Background: Mr. Sands previously served as the Non-Executive Chair of the Board of the Company from November 2022 to July 2023, Executive Chairman of the Board of the Company from March 2019 to November 2022, and Chief Executive Officer of the Company from July 2007 through February 2019. Mr. Sands also served as President of the Company from December 2002 to February 2018, as Chief Operating Officer from December 2002 to July 2007, as Group President from April 2000 through December 2002, as Chief Executive Officer, International from December 1998 through April 2000, as Executive Vice President from October 1993 through April 2000, as General Counsel from June 1986 through May 2000, and as Vice President from June 1990 through October 1993. He is the brother of Richard Sands. During his tenure as Chief Executive Officer, Mr. Sands led the Company through the acquisition of its Mexican beer business, the initial build out of its Mexican production footprint, and the premiumization of its brand portfolio. Under the experienced leadership of Mr. Robert Sands and his brother Mr. Richard Sands, the Company grew from a regional wine company to a publicly traded total beverage alcohol company in the S&P 500 with revenues for Fiscal 2023 in excess of $9 billion. Relevant Expertise: Mr. Sands brings to the Board his vast expertise with the Company’s operations, brands, and shifting consumer demands, based on over three decades of experience across his many roles. He is a top leader of the beverage alcohol industry, having built extensive relationships across the industry at home and abroad. Mr. Sands was nominated to the Board by WildStar pursuant to the terms of the Reclassification Agreement. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  38. Director Biographies

    | Luca Zaramella Director since 2023 Independent Age 57 Key Skills: •Senior Leadership •Finance and Capital Allocation •Industry •Operations and Supply Chain •Accounting and Financial Reporting •Brand Building and Marketing •Human Capital Management •International Operations | Committee: Audit Background: Mr. Zaramella is currently the Executive Vice President, Chief Operating Officer and Chief Financial Officer of Mondelēz (Nasdaq: MDLZ), a global snacking leader. He has served as Chief Operating Officer since February 2026 and as Chief Financial Officer since August 2018. In these roles, he is responsible for the company’s commercial operations and corporate sales, marketing, and supply chain functions as well as overseeing the company’s global finance, procurement, information and technology solutions, and shared service functions. He previously served as Senior Vice President Corporate Finance, CFO Commercial and Treasurer from June 2016 to July 2018, as Interim Lead Finance North America from April 2017 to November 2017, as Senior Vice President and Corporate Controller from December 2014 to August 2016, and as Senior Vice President, Finance of Mondelēz Europe from October 2011 to November 2014. He joined Mondelēz in 1996. Relevant Expertise: As the current chief operating officer and chief financial officer of a multi-billion dollar public company in the food and beverage industry, Mr. Zaramella brings to the Board a wealth of operational and financial expertise, including strategic planning, international operations, supply chain, risk management, and financial reporting. He leverages his experience to provide the Board and the Company with insights into effective capital allocation, financial management, and operational efficiency. Other Current Public Directorships: •None Other Public Directorships in the Past Five Years: •None |

  39. Director Biographies

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 18 |

  40. Director Biographies

    | CORPORATE GOVERNANCE | Proposal 1 - Election of Directors | Table of Contents |

  41. Director Biographies

    Each director shall be elected by the affirmative vote of the holders of a majority of the votes entitled to be cast by stockholders present in person or represented by proxy at the Meeting and entitled to vote on the election of directors. For this purpose, a majority of the votes entitled to be cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast shall include votes “for” and votes “against” and exclude “abstentions” and “broker non-votes” with respect to that director’s election. The Board recommends a vote “FOR” all nominees.

  42. Director Biographies

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 19 |

  43. Director Biographies

    | CORPORATE GOVERNANCE | Board and Committee Composition | Table of Contents |

  44. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  45. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The CGNR Committee advises the Board with regard to compensation of non-management directors. The CGNR Committee directly engaged FW Cook as its independent compensation consultant to assist with such matters during Fiscal 2026. Management personnel within the Human Resources Department support the CGNR Committee and the Board in their work concerning non-management director compensation. Executive officers may make recommendations or provide information to, or answer questions from, the CGNR Committee and the Board regarding non-management director compensation. Mr. Fink, who became an executive officer of the Company on April 13, 2026, receives no additional compensation for serving as a director since becoming an executive officer. Meanwhile, Mr. Newlands, who was an executive officer and director of the Company until April 13, 2026, received no additional compensation for serving as a director prior to his retirement from the Board. Our compensation program for non-management members of the Board currently runs on an annual cycle starting with the first Board meeting immediately following the Annual Meeting of Stockholders and includes compensation in the form of cash and RSUs. As part of the annual compensation review process, our director compensation program was reviewed by FW Cook in June 2025. In light of developments in the Company’s competitive positioning and the Committee’s historical biennial cycle for reviewing the director compensation program, FW Cook proposed the following changes to the program: •A $5,000 increase in the grant date fair value of the annual equity award for service as a Board member, and a transition to RSUs as the sole form of equity granted, eliminating the grant of NQSOs to Board members. •A $5,000 increase in the annual cash retainer for service as a Board member. •A $15,000 increase in the annual cash retainer for service as the Non-Executive Board Chair. •A $2,500 increase in the annual cash retainer for service as the CGNR Committee Chair. In FW Cook’s review and recommendation in June 2025 to make the above adjustment to the director compensation program, FW Cook informed the CGNR Committee that the structure of our director compensation program continues to be generally aligned with peer group policy and broader market practices. FW Cook’s recommendation was reviewed and approved by the Board at its July 15, 2025 meeting. For the annual cycle starting with the first Board meeting immediately following the 2025 Annual Meeting of Stockholders, our annual compensation program for non-management directors consisted of:

  46. DIRECTOR COMPENSATION

    | Role | Pay Element * | Amount | | Board Member | Annual Cash Retainer | $105,000 | | | RSU Award (grant date fair value) | $185,000 | | Non-Executive Board Chair | Annual Cash Retainer | $200,000 | | Audit Committee Chair | Annual Cash Retainer | $25,000 | | CGNR Committee Chair | Annual Cash Retainer | $20,000 | | Human Resources Committee Chair | Annual Cash Retainer | $20,000 |

  47. DIRECTOR COMPENSATION

    * All annual cash retainers are payable in quarterly installments. On July 15, 2025, non-management directors other than Ms. Flatley were granted 1,114 RSUs, which vest on the first July 10th following the grant date, subject to earlier vesting in the event of death, disability, or a change-in-control of the Company. We reimburse our non-management directors for reasonable expenses incurred in connection with attending Board and Board committee meetings. For the 2025 calendar year, we made an annual $10,000 cash payment to each of our non-management directors to be used towards purchases of our products. In certain limited instances, we may also provide product samples to our non-management directors to enable them to become stronger brand

  48. DIRECTOR COMPENSATION

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 29 |

  49. DIRECTOR COMPENSATION

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  50. DIRECTOR COMPENSATION

    ambassadors. We also maintain two charitable matching programs pursuant to which we will match donations by directors up to $5,000 per calendar year to organizations recognized as, or equivalent to, IRS 501(c)(3) public charities, and up to $5,000 per calendar year for contributions to the Company’s political action committee. As the matching programs operate on a calendar year basis and accept documented requests for matches of donations made in prior years, the amounts reported below in any particular fiscal year may each exceed the $5,000 annual limit for each program.

  51. Director Compensation in Fiscal 2026

    Director Compensation in Fiscal 2026

  52. Director Compensation in Fiscal 2026

    | Director (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Christopher J. Baldwin | $297,692 | $184,913 | $13,278 | $495,883 | | Christy Clark | $103,173 | $184,913 | $10,000 | $298,086 | | Jennifer M. Daniels | $122,260 | $184,913 | $10,000 | $317,173 | | Nicholas I. Fink (1) | $103,173 | $184,913 | $15,000 | $303,086 | | William T. Giles | $103,173 | $184,913 | $10,000 | $298,086 | | Ernesto M. Hernández | $123,173 | $184,913 | $10,000 | $318,086 | | José Manuel Madero Garza | $103,173 | $184,913 | $10,000 | $298,086 | | Daniel J. McCarthy | $128,173 | $184,913 | $15,000 | $328,086 | | Richard Sands | $103,173 | $184,913 | $20,000 | $308,086 | | Robert Sands | $103,173 | $184,913 | $20,000 | $308,086 | | Luca Zaramella | $103,173 | $184,913 | $10,000 | $298,086 |

  53. Director Compensation in Fiscal 2026

    (1)Ms. Flatley’s service as a director commenced on May 20, 2026 after the end of Fiscal 2026. Therefore, she did not serve as a director at any point in Fiscal 2026 and no compensation was earned or paid to her for the period covered by this table. Mr. Fink’s service as a non-management director ended on April 13, 2026 after the end of Fiscal 2026 when he became an executive officer of the Company. Therefore, he ceased receiving additional compensation for serving as a director effective on such date. (2)The amounts in this column include cash retainers that were earned or paid during Fiscal 2026 for (i) Board and Board committee service and (ii) serving as Non-Executive Board Chair. (3)These amounts represent the grant date fair value of RSU awards granted in Fiscal 2026. This represents the aggregate amount that we expected to expense for such grants computed in accordance with Topic 718 over the grants’ respective vesting schedules. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. Each non-management director other than Ms. Flatley held an aggregate of 1,114 unvested RSUs at the end of Fiscal 2026. (4)The amounts in this column include each non-management director’s product allowance in the amount of $10,000, the amount of any matching donation provided by the Company, and the aggregate incremental cost to us for personal use of the Company’s corporate aircraft. In Fiscal 2026, the following non-management directors made (i) charitable donations that were matched by the Company under our charitable matching program as follows: Mr. Fink – $5,000; Mr. Richard Sands – $5,000; and Mr. Robert Sands – $5,000; and (ii) donations to our political action committee that were matched by the Company under our political action committee charitable matching program as follows: Mr. McCarthy – $5,000; Mr. Richard Sands – $5,000; and Mr. Robert Sands – $5,000. The amount for the personal use of corporate aircraft represent the aggregate incremental cost to us for the personal use of our corporate aircraft by our non-management directors and certain of their family members. Such amounts are calculated using the same methodology described in footnote 4 to the Summary Compensation Table below. In instances where family members fly on our aircraft as additional passengers on business flights with a non-management director, the aggregate incremental cost to us is de minimis in amount, and no amount is reflected in this table for these flights.

  54. Director Compensation in Fiscal 2026

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 30 |

  55. Director Compensation in Fiscal 2026

    | CORPORATE GOVERNANCE | Director Compensation | Table of Contents |

  56. Compensation Decisions for Mr. Fink as President and CEO

    Compensation Decisions for Mr. Fink as President and CEO On February 10, 2026 and in connection with the CEO succession process, the Committee approved an employment agreement with Mr. Fink pursuant to which he serves as President and CEO, effective April 13, 2026. The agreement provides for an initial annual base salary of $1,400,000, eligibility to participate in the Company’s executive benefit programs, a target annual incentive opportunity under the AMIP equal to 160% of base salary for Fiscal 2027, and participation in the LTSIP, including a Fiscal 2027 equity award with an aggregate grant date fair value of $11,000,000. In addition, to replace equity forfeited in connection with his departure from his prior employer and to induce Mr. Fink to accept the President and CEO role, he received a replacement equity award consisting of 85,385 RSUs and 415,295 NQSOs. The replacement awards generally vest on a pro‑rated basis over three years, subject to continued employment and continued vesting in certain termination situations. The agreement includes customary terms relating to employment duration, severance, and benefits upon certain qualifying terminations, restrictive covenants, and reimbursement of reasonable legal fees incurred in connection with the agreement. As of February 10, 2026, Mr. Fink ceased serving on the CGNR Committee and the Committee, and as of April 13, 2026 he was no longer eligible to receive non‑employee director compensation for his service on the Board. Prior to ending his service on the Committee and the CGNR Committee, Mr. Fink did not attend any meetings of the Board, the CGNR Committee, or the Human Resources Committee related to his candidacy for the role of President and CEO and compensation matters in connection with his appointment to such role.

  57. Key Fiscal 2026 Compensation Program Changes

    Key Fiscal 2026 Compensation Program Changes For Fiscal 2026, the Committee implemented the following changes to the executive compensation program: •Eliminated NQSOs from the annual long-term equity incentive award program and granted a mix of 50% PSUs and 50% time-based RSUs for the Fiscal 2026 annual long-term equity incentive award, maintaining a balanced mix of performance and retention compensation elements. •The Fiscal 2026 PSU program was redesigned to include a net annualized enterprise cost savings objective, reflecting the Company’s strategic shift toward margin expansion, cash flow discipline, and value capture following portfolio reshaping activities, including recent Wine and Spirits divestitures. Performance against the cost savings objective is measured over the first two years of the performance period to align incentives with the timing and execution risk associated with delivering these initiatives. Earned PSU outcomes are

  58. Key Fiscal 2026 Compensation Program Changes

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 36 |

  59. Key Fiscal 2026 Compensation Program Changes

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  60. Key Fiscal 2026 Compensation Program Changes

    subject to a relative TSR modifier measured over a three‑year performance period, reinforcing alignment with stockholder returns and preserving a strong pay‑for‑performance orientation. •To support succession planning and talent attraction objectives, we modified the definition of retirement under the AMIP, the LTSIP, the Annual Incentive Plan for the broad employee population, and the ESPP, expanding the definition from at least age 60 with at least five years of service to also include individuals who are at least age 55 with at least ten years of service.

  61. Fiscal 2026 Compensation Outcomes

    | Performance Measures under our Fiscal 2026 AMIP | Fiscal 2026 AMIP Target | Fiscal 2026 Results | Fiscal 2026 Results as a % of Fiscal 2026 AMIP Target | Fiscal 2025 Results | Fiscal 2026 Results as a % of Fiscal 2025 Results | | ($ in millions) | | | | | | | Net Sales (1) | $9,614.5 | $9,139.0 | 95.1% | $9,497.5 | 96.2% | | Comparable EBIT (1) (2) | $3,196.3 | $2,962.3 | 92.7% | $3,253.2 | 91.1% | | FCF (2) | $1,627.1 | $1,794.0 | 110.3% | $1,938.1 | 92.6% |

  62. PSU Performance Period Ending in Fiscal 2026

    PSU Performance Period Ending in Fiscal 2026 In April 2026, the Committee reviewed our results for the Fiscal 2024 - 2026 performance period for purposes of certifying performance pursuant to the PSU awards granted in April 2023. Payouts under these PSU awards were measured based on two equally weighted metrics: relative TSR as compared to the S&P 500 Food, Beverage & Tobacco Index and the compound annual growth rate of organic net sales over the three-year performance period. In April 2026, the Committee certified achievement for these PSU awards as follows:

  63. PSU Performance Period Ending in Fiscal 2026

    | Performance Criteria | Threshold Performance Level (50%) | Target Performance Level (100%) | Maximum Performance Level (200%) | Performance | Payout Results Based on Performance | | Relative TSR During Fiscal 2024 - 2026 | 25th Percentile | 50th Percentile | 75th Percentile (or higher) | Approximately 33rd percentile relative TSR performance | Earned 66.67% of the share units subject to this performance goal | | Compound Annual Growth of Organic Net Sales | 6.0% | 7.0% | 8.0% | Did not meet threshold performance level | No earned share units | | | | | | Total Payout Percentage | 33.34% of share units subject to this award |

  64. Compensation Principles

    •there is no policy regarding the specific allocation of compensation between short-term and long-term compensation or between cash and non-cash compensation; •the amount of target TAC awarded to our named executive officers generally should approximate the median of the applicable market data. While this is the policy for our executives as a whole, target TAC for an individual named executive officer may be higher or lower than such range. Any such variation may occur due to the specific expertise of an executive, the complexity or criticality of the business managed by the executive, an executive’s tenure in the role, differences in job duties relative to the market benchmark, and internal pay equity considerations; •the Committee does not have a stated competitive position for the target TDC of any individual named executive officer; and •the Committee uses a peer group of companies, and in some cases, general survey data, as a reference point when evaluating executive compensation target amounts and overall design.

  65. Fiscal 2026 Considerations

    Fiscal 2026 Considerations The Committee took the following actions with respect to Fiscal 2026 compensation: •The Committee approved targets under the AMIP to be aligned with the targeted level of performance under our operating plan approved by the Board for the fiscal year, while also adjusting the plan design to reflect heightened uncertainty and differing strategic priorities across the Company’s divisions. For Fiscal 2026, the Committee considered various factors, including but not limited to: ◦The adoption of wider performance ranges around target performance levels under the AMIP to moderate sensitivity, better align the plan with prevailing market practices, and appropriately recognize increased uncertainty during Fiscal 2026, including uncertainty related to divestitures, tariffs, and broader industry and market conditions. ◦The establishment of differentiated net sales and Comparable EBIT performance ranges for the Beer Division and Wine and Spirits Division to reflect their respective scale, maturity, and operating profiles, including a significantly wider Comparable EBIT performance range for the Wine and Spirits Division and a modestly wider Comparable EBIT performance range for the Beer Division. ◦In the Wine and Spirits Division, an increased emphasis on operating margin improvement as the highest short‑term strategic priority, reflected in an increased weighting of division Comparable EBIT and a corresponding reduction in the weighting of division Net Sales. ◦In the Beer Division, an increased emphasis on Net Sales growth as the highest short‑term strategic priority, reflected in an increased weighting of division Net Sales and a corresponding reduction in the weighting of division Comparable EBIT, while continuing to account for the impact of cost‑savings initiatives and pricing actions. •The Committee then established challenging but achievable targets against important financial measures used by management to evaluate results (Net Sales, Comparable EBIT, and FCF). •Starting with Fiscal 2026, the Committee approved long-term equity incentives to be delivered to our named executive officers in a mix of 50% PSUs and 50% time-based RSUs, eliminating NQSOs from the long-term equity incentive compensation program for Fiscal 2026 while maintaining a balanced mix of performance and retention elements. The Fiscal 2026 PSU program was redesigned to include a net annualized enterprise cost savings objective, reflecting the Company’s strategic shift toward margin expansion, cash flow discipline, and value capture following portfolio reshaping activities, including recent Wine and Spirits divestitures. Performance against the cost savings objective is measured over the first two years of the performance period to align incentives with the timing and execution risk associated with delivering these initiatives. Earned PSU outcomes are subject to a relative TSR modifier measured over a three‑year performance period, reinforcing alignment with stockholder returns and preserving a strong pay‑for‑performance orientation.

  66. Compensation Governance Policies

    | What We Do | What We Don’t Do | | •The majority of executive compensation is variable and “at risk” | •We do not pay dividends on any unvested RSUs or unearned PSUs. Dividend equivalents are only payable on such awards to the extent the awards ultimately vest and are earned | | •The Committee, which is comprised entirely of independent directors, approves all elements of executive compensation | •We prohibit pledging by executive officers and directors (subject to an exception for certain levels of pledging by members of the Sands family nominated by WildStar to the Board) | | •The Committee retains an external, independent compensation consultant to advise it regarding executive compensation matters | •We prohibit hedging using derivative securities involving our stock | | •We maintain robust stock ownership guidelines (six times base salary for our President and Chief Executive Officer and three times base salary for all other executive officers) that we believe align management and stockholder interests | •We do not provide for excise tax gross-ups in connection with change-in-control events or terminations. | | •We have a clawback policy that complies with the final rules promulgated under the Dodd-Frank Act, as described below under the subheading “Clawback Rights and Prohibition Against Hedging and Pledging” | | | •Equity awards vest upon a qualifying termination within a specified period following a change-in-control (double-trigger) | |

  67. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee directly engaged FW Cook as its independent compensation consultant for Fiscal 2026. For Fiscal 2026, FW Cook assisted with the Committee’s review and analysis of executive compensation and provided information on executive compensation trends and regulatory developments. FW Cook also provided data and advice related to peer group and general executive compensation survey data, which the Committee used as a market check in connection with its compensation decisions. During Fiscal 2026, those decisions included the compensation of our current and former CEOs, base salary adjustments, adjustments to AMIP and long-term equity incentive targets for our other named executive officers, and Committee deliberations on other elements of executive compensation, including compensation actions related to our CEO transition. As discussed above under the subheading “The Role of Compensation Consultants,” the Committee has considered the independence of FW Cook and, based on such review, has not identified any conflicts of interest regarding the services of FW Cook or its employees.

  68. Use of Executive Compensation Peer Group

    Use of Executive Compensation Peer Group When designing our executive compensation program and to review the competitiveness of a particular level of compensation, the Committee annually considers the available pay data of an executive compensation peer group. In September 2024, the Committee approved the peer group considered for Fiscal 2026 compensation decisions for our named executive officers. In establishing this peer group, the Committee worked with FW Cook to assess the appropriate size, type, and complexity of potential peers. Consistent with prior years, the Committee: •identified potential peer group additions by filtering a broad group of U.S. public companies within relevant industries, and then screening those companies using metrics such as gross revenues (targeting companies with gross revenues between 0.4 and 2.5 times those of the Company), market capitalization (targeting companies with market capitalizations between 0.33 and 3.0 times that of the Company), with a particular emphasis on companies in the food and beverage industry, and specifically on beverage alcohol where possible; and •expanded the pool of potential peer companies by considering any company that was a “peer-of-peers” (a common member of the peer groups of the Company’s peer group companies) or listed the Company as a peer, and then assessing the overall reasonableness of designating a particular potential peer as a member of the Company’s peer group. The Committee, with assistance from its independent compensation consultant, annually reviews the composition of the executive compensation peer group to determine whether any changes are appropriate. The Committee determined that no changes were necessary for Fiscal 2026. The executive compensation peer group for Fiscal 2026 compensation decisions for our named executive officers consisted of the following 17 companies, which emphasize companies in the consumer goods industry, with a focus on companies in the beverage alcohol industry and those that are involved in managing and marketing premium brands:

  69. Use of Executive Compensation Peer Group

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 43 |

  70. Use of Executive Compensation Peer Group

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  71. Fiscal 2026 Executive Compensation Peer Group

    Fiscal 2026 Executive Compensation Peer Group

  72. Fiscal 2026 Executive Compensation Peer Group

    | •Brown-Forman Corporation | •J. M. Smucker Company (The) | | •Campbell Soup Company | •Kellanova (1) | | •Clorox Company (The) | •Keurig Dr Pepper Inc. | | •Colgate-Palmolive Company | •McCormick & Company, Incorporated | | •Conagra Brands, Inc. | •Molson Coors Brewing Company | | •Diageo plc | •Monster Beverage Corporation | | •Estée Lauder Companies Inc. (The) | •Starbucks Corporation | | •General Mills, Inc. | •YUM! Brands | | •Hershey Company (The) | |

  73. Fiscal 2026 Executive Compensation Peer Group

    (1)Kellanova was removed from the executive compensation peer group following the closing of its acquisition by Mars, Incorporated in December 2025. FW Cook presented information to the Committee in September 2024 indicating that our revenues were at the 40th percentile, and our market capitalization was at the 73rd percentile, in each case, of these peer group companies. In addition to its review of peer group executive compensation data, the Committee may review general industry executive compensation survey data when insufficient peer group data is available for a specific executive position or as another means of performing a market check on our overall executive compensation program or on individual components of the program. This information assists the Committee in its executive compensation decision making process.

  74. Summary of the Elements of Compensation

    | | Pay Element | | Objective & Performance Rewarded | | Fixed | Annual | Base Salary | Provide current, predictable compensation for day-to-day services, taking into account individual roles, responsibilities, and performance, as well as respective experience and abilities. | | Performance Based | Annual | AMIP (annual cash incentive) | Achieve annual goals measured in terms of financial performance (Net Sales, Comparable EBIT, and FCF) linked to creation of stockholder value. | | | Long-Term | PSUs | For Fiscal 2026, the PSU program was tied to enterprise cost savings achievement as modified by relative TSR. These PSUs have a three-year performance period, with achievement against the cost savings goals measured over a two-year period through Fiscal 2027 and modified by our relative TSR performance over a three-year period continuing through Fiscal 2028. | | | | RSUs | Provide link to stockholder value creation and drive retention, vesting pro rata annually over three years. |

  75. Company Performance

    | Performance Measures | Definition | Purpose | Weighting | Fiscal 2026 Goals | Company Performance (1) | | Short-Term Incentive Payout (1) | | ($ in millions) | | | | | | | | | Net Sales (2) | Net sales less net sales of products of acquired businesses, historical net sales of products which have been disposed of, or historical net sales of a business that has been contributed to a joint venture. | Serves as a measure of our ability to grow market share | 40% (20% for Messrs. Sabia and Glaetzer) | | <94.5% | | 0% | | | | | | $9,085.7 | 94.5% | Threshold | 25% | | | | | | $9,614.5 | 100.0% | Target | 100% | | | | | | $10,143.3 | 105.5% | Maximum | 200% | | Net Sales: Beer Division | | | 25% (only for Mr. Sabia) | | <95.0% | | 0% | | | | | | $8,368.3 | 95.0% | Threshold | 25% | | | | | | $8,808.7 | 100.0% | Target | 100% | | | | | | $9,249.2 | 105.0% | Maximum | 200% | | Net Sales: Wine and Spirits Division | | | 15% (only for Mr. Glaetzer) | | <92.0% | | 0% | | | | | | $741.4 | 92.0% | Threshold | 25% | | | | | | $805.8 | 100.0% | Target | 100% | | | | | | $870.3 | 108.0% | Maximum | 200% | | Comparable EBIT (2) | EBIT is the sum of our net income (loss) attributable to CBI plus net income (loss) attributable to noncontrolling interest, provision for (benefit from) income taxes, loss on extinguishment of debt, and interest expense. When calculating Comparable EBIT, we exclude the effects of comparable adjustments. | Serves as a measure of our profitability | 40% (20% for Messrs. Sabia and Glaetzer) | | <92.5% | | 0% | | | | | | $2,956.6 | 92.5% | Threshold | 25% | | | | | | $3,196.3 | 100.0% | Target | 100% | | | | | | $3,436.0 | 107.5% | Maximum | 200% | | Comparable EBIT: Beer Division | | | 15% (only for Mr. Sabia) | | <94.0% | | 0% | | | | | | $3,213.0 | 94.0% | Threshold | 25% | | | | | | $3,418.1 | 100.0% | Target | 100% | | | | | | $3,623.2 | 106.0% | Maximum | 200% | | Comparable EBIT: Wine and Spirits Division | | | 25% (only for Mr. Glaetzer) | | <30.0% | | 0% | | | | | | $11.3 | 30.0% | Threshold | 25% | | | | | | $37.5 | 100.0% | Target | 100% | | | | | | $63.8 | 170.0% | Maximum | 200% | | FCF | Net cash provided by (used in) operating activities less purchase of property, plant and equipment. | Reflects our ability to generate the cash required to operate the business and pay down debt | 20% | | <80.0% | | 0% | | | | | | $1,301.7 | 80.0% | Threshold | 25% | | | | | | $1,627.1 | 100.0% | Target | 100% | | | | | | $1,952.5 | 120.0% | Maximum | 200% |

  76. Consolidated Enterprise AMIP Performance Attainment

    | | Fiscal 2026 Actual Results | Percent of Approved Plan | Fiscal 2026 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted Payout % | | ($ in millions) | | | | | | | Net Sales | $9,139.0 | 95.1% | 32.5% | 40% | 13.0% | | Comparable EBIT | $2,962.3 | 92.7% | 26.8% | 40% | 10.7% | | FCF | $1,794.0 | 110.3% | 151.3% | 20% | 30.3% | | | | | | | 54.0% |

  77. Beer Division AMIP Performance Attainment

    | | Fiscal 2026 Actual Results | Percent of Approved Plan | Fiscal 2026 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted Payout % | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $9,139.0 | 95.1% | 32.5% | 20% | 6.5% | | Beer Division | $8,315.2 | 94.4% | 0.0% | 25% | —% | | Comparable EBIT | | | | | | | Consolidated Results | $2,962.3 | 92.7% | 26.8% | 20% | 5.4% | | Beer Division | $3,161.0 | 92.5% | 0.0% | 15% | —% | | FCF | $1,794.0 | 110.3% | 151.3% | 20% | 30.3% | | | | | | | 42.2% |

  78. Wine and Spirits Division AMIP Performance Attainment

    | | Fiscal 2026 Actual Results | Percent of Approved Plan | Fiscal 2026 Short-Term Incentive Payout % (1) | Weighting | Resulting Weighted Payout % | | ($ in millions) | | | | | | | Net Sales | | | | | | | Consolidated Results | $9,139.0 | 95.1% | 32.5% | 20% | 6.5% | | Wine and Spirits Division | $823.9 | 128.0% | 128.0% | 15% | 19.2% | | Comparable EBIT | | | | | | | Consolidated Results | $2,962.3 | 92.7% | 26.8% | 20% | 5.4% | | Wine and Spirits Division | $32.9 | 86.9% | 86.9% | 25% | 21.7% | | FCF | $1,794.0 | 110.3% | 151.3% | 20% | 30.3% | | | | | | | 83.1% |

  79. AMIP Awards to our Named Executive Officers

    | | Target Short-Term Incentive as a Percent of Base Salary | Payout % | Fiscal 2026 Actual Short-Term Incentive | | William A. Newlands | 200% | 54.0% | $1,564,382 | | Garth Hankinson | 100% | 54.0% | $458,571 | | James A. Sabia, Jr. | 95% | 42.2% | $350,127 | | James O. Bourdeau | 80% | 54.0% | $322,402 | | Samuel J. Glaetzer | 80% | 83.1% | $376,127 |

  80. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards

  81. Annual Equity Grants

    Annual Equity Grants The Committee annually reviews the design of the long-term equity incentive program, including the mix of awards and the metrics to utilize under the PSU awards. In April 2025, the Committee granted our named executive officers an equal mix of RSUs and PSUs. For Fiscal 2026, the Committee expressed the total equity target value as a flat dollar value, providing the Committee with flexibility to adjust the target value of the long-term equity incentive awards to a particular named executive officer to take into consideration market data, executive performance and experience, expected future contributions, and retention considerations. The chart below reflects the total equity target value of the Fiscal 2026 equity awards as well as the amount allocated to each award type based on the percentage mix. RSUs and target PSU values were converted into a number of shares based on fair market value on the grant date.

  82. Annual Equity Grants

    | | Total Equity Target Value | RSU Target Value (50% weighting) | PSU Target Value (50% weighting) | | William A. Newlands | $10,500,000 | $5,250,000 | $5,250,000 | | Garth Hankinson | $2,500,000 | $1,250,000 | $1,250,000 | | James A. Sabia, Jr. | $2,250,000 | $1,125,000 | $1,125,000 | | James O. Bourdeau | $1,800,000 | $900,000 | $900,000 | | Samuel J. Glaetzer | $1,525,000 | $762,500 | $762,500 |

  83. Annual Equity Grants

    The vesting schedule for all Fiscal 2026 time-based RSU awards is 33% of the award per year at each of the first three anniversaries of May 1 of the year of grant. The Fiscal 2026 PSU awards were granted to strengthen alignment between executive compensation, the Company’s enterprise cost efficiency objectives, and long-term stockholder returns. The Fiscal 2026 PSU design uses a single operating metric, enterprise cost savings, measured over two fiscal years, with a relative TSR modifier applied over a three-year horizon to reinforce pay for performance against market outcomes. The enterprise cost savings goal is measured over a two-year period beginning March 1, 2025 and ending February 28, 2027, reflecting the Company’s increased emphasis on margin expansion, cash flow discipline, and value capture following portfolio reshaping activities, including recent Wine and Spirits divestitures. Performance against the cost savings objective is measured over the first two years of the performance period to align incentives with the timing and execution risk associated

  84. Annual Equity Grants

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 48 |

  85. Annual Equity Grants

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  86. Annual Equity Grants

    with delivering these initiatives. The enterprise cost savings performance levels under the Fiscal 2026 PSU awards are:

  87. Annual Equity Grants

    | | Threshold Performance Level (50%) | Target Performance Level (100%) | Maximum Performance Level (200%) | | Enterprise Cost Savings (net annualized cost savings achieved by the Company as a result of enterprise cost restructuring initiatives) | $180,000,000 | $200,000,000 | $220,000,000 |

  88. Annual Equity Grants

    The resulting goal payout is calculated at the end of Fiscal 2027 and held pending application of the relative TSR modifier at the end of Fiscal 2028. The relative TSR modifier is 80% for performance below the 25th percentile, 100% (target) for performance at or above the 25th percentile and at or below the 75th percentile, and 120% for performance above the 75th percentile of the S&P 500 Food, Beverage & Tobacco Index. In the event the Company’s absolute TSR is negative, the relative TSR modifier shall not exceed the target level (100%). Final PSU payout is equal to the enterprise cost savings goal payout multiplied by the relative TSR modifier, subject to an overall cap of 200%. The enterprise cost savings metric is defined to include net annualized savings from specified restructuring initiatives and to exclude nonrecurring and extraordinary items. Unless the named executive officer has met the retirement eligibility criteria, continued service is required through May 1, 2028 in order to vest in shares earned under the Fiscal 2026 PSU program. All Fiscal 2026 RSUs would vest (or continue to vest), and Fiscal 2026 PSUs would either vest at the target or actual level, in each case, upon the occurrence of certain events as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.”

  89. Off-Cycle Equity Grant

    Off-Cycle Equity Grant In July 2025, the Committee granted an off-cycle equity award to our Chief Financial Officer, Mr. Hankinson, to ensure his continued engagement, leadership, and guidance for the successful execution of critical enterprise cost savings initiatives. This one-time equity grant had a grant date fair value of $2,500,000, with 50% of the target value in RSUs and the remaining 50% of the target value in PSUs (with the same performance and service conditions as the annual Fiscal 2026 PSU awards). The RSUs and PSUs both included special vesting provisions, including cliff-vesting on May 1, 2028, forfeiture in the event of retirement before vesting, and a provision for voluntary terminations for good reason or involuntary terminations without cause under which he will vest in 33%, 67%, or 100% of each award, depending on whether the termination occurs before the first, after the first but before the second, or after the second May 1 following the grant date and, in the case of PSUs, based on actual performance.

  90. PSU Performance Period Ending in Fiscal 2026

    PSU Performance Period Ending in Fiscal 2026 The Fiscal 2024 - 2026 PSUs vested based on three-year performance against the two equally weighted metrics described below:

  91. PSU Performance Period Ending in Fiscal 2026

    | | Threshold Performance Level (50%) | Target Performance Level (100%) | Maximum Performance Level (200%) | | TSR Performance Versus Companies in the S&P 500 Food, Beverage, and Tobacco Index | 25th Percentile | 50th Percentile | 75th Percentile (or higher) | | Compound annual growth rate of organic net sales | 6% | 7% | 8% |

  92. PSU Performance Period Ending in Fiscal 2026

    In April 2026, the Committee certified relative results for the Fiscal 2024 - 2026 PSU program. Relative TSR performance was at the 33rd percentile and the performance against the organic net sales target was below the threshold performance level. This performance resulted in a payout of approximately 33% of the target award levels set by the Committee at the time of those grants.

  93. PSU Performance Period Ending in Fiscal 2026

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 49 |

  94. PSU Performance Period Ending in Fiscal 2026

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  95. Severance Benefits

    Severance Benefits In the event of certain terminations of employment, our named executive officers are entitled to receive the severance benefits set forth under their employment agreements. The employment agreement with each of our named executive officers provides for severance benefits in the event of good reason termination or termination without cause. In February 2026, the Board approved the termination of Mr. Newlands’ employment as President and CEO, effective April 13, 2026. Mr. Newlands continued as an employee in the role of a Strategic Advisor through April 30, 2026. At that time, his employment ended and he became eligible for severance benefits set forth under his pre-existing employment agreement. The severance compensation provided to Mr. Newlands in connection with his departure was a pre-existing contractual obligation under his employment agreement payable upon an involuntary termination without cause, and did not involve an exercise of discretion by the Committee at the time of his departure.

  96. Practices Related to Granting Equity Awards

    Practices Related to Granting Equity Awards The Committee and the Board do not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Company does not time the release of material nonpublic information based on equity award grant dates. The Committee and the Board generally adhere to the following equity grant practices: •The Committee typically grants equity awards to executive officers and other employees at its regularly scheduled meetings. •The Committee typically approves the annual equity grant to global employees, including our executive officers, in April of each year. The grant date for the annual equity grant is typically the day that is two trading days following the date that our Form 10-K is filed with the SEC. •If the Committee makes an award determination for an executive officer at any other regularly scheduled meeting, the grant date for such award(s) is generally the day that is two trading days following the date that a Form 10-Q is filed with the SEC following such meeting. •In connection with off-cycle equity grants to executive officers, including for new hires or promotions, the Committee may grant equity awards at a special meeting or via unanimous consent during periods in which the Company is not in possession of material nonpublic information. •The Committee has delegated to the Chief Human Resources Officer the ability to grant equity awards to employees who are not executive officers or directors of the Company, within certain limitations and parameters and subject to internal approvals and reporting requirements established and monitored by the Committee. Such equity awards are typically granted on the first trading day of each month without regard to whether the Company is in possession of material nonpublic information on the date of grant.

  97. Practices Related to Granting Equity Awards

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 52 |

  98. Practices Related to Granting Equity Awards

    | EXECUTIVE COMPENSATION | Compensation Discussion and Analysis | Table of Contents |

  99. Practices Related to Granting Equity Awards

    •The Board typically approves the annual equity grant to our non-management directors immediately following our annual meeting of stockholders, provided that the Company is not in possession of material nonpublic information on that date. •In connection with off-cycle equity grants to non-management directors, including for newly elected directors who commence service outside of the annual meeting timeframe, the Board may grant equity awards at a special meeting or via unanimous consent during periods in which the Company is not in possession of material nonpublic information.

  100. Summary Compensation Table

    Summary Compensation Table

  101. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | William A. Newlands, Former President and Chief Executive Officer | 2026 | $1,449,038 | — | $10,767,749 | — | $1,564,382 | $427,957 | $14,209,126 | | | 2025 | $1,388,462 | — | $9,465,102 | $2,200,343 | $1,688,714 | $264,179 | $15,006,800 | | | 2024 | $1,350,000 | — | $8,303,888 | $2,000,105 | $2,750,329 | $224,692 | $14,629,014 | | Garth Hankinson, Executive Vice President and Chief Financial Officer | 2026 | $849,519 | — | $5,100,323 | — | $458,571 | $217,812 | $6,626,225 | | | 2025 | $815,769 | — | $1,979,380 | $460,120 | $583,634 | $198,188 | $4,037,091 | | | 2024 | $778,746 | — | $2,548,572 | $613,835 | $991,578 | $165,743 | $5,098,474 | | James A. Sabia, Jr., Executive Vice President and President, Beer Division | 2026 | $875,010 | — | $2,307,511 | — | $350,127 | $234,392 | $3,767,040 | | | 2025 | $838,463 | — | $1,936,302 | $450,119 | $626,989 | $173,585 | $4,025,458 | | | 2024 | $776,924 | — | $1,536,411 | $370,022 | $1,082,214 | $107,895 | $3,873,466 | | James O. Bourdeau, Executive Vice President and Former Chief Legal Officer | 2026 | $746,577 | — | $1,846,009 | — | $322,402 | $115,644 | $3,030,632 | | | 2025 | $719,231 | $15,000 | $1,548,982 | $360,112 | $411,654 | $103,894 | $3,158,873 | | | 2024 | $687,977 | — | $2,121,906 | $511,015 | $700,802 | $73,278 | $4,094,978 | | Samuel J. Glaetzer, Executive Vice President and President, Wine and Spirits Division(5) | 2026 | $566,183 | — | $1,563,937 | — | $376,127 | $95,359 | $2,601,606 | | | 2025 | $545,904 | — | $1,312,538 | $305,108 | $240,187 | $109,697 | $2,513,434 |

  102. Summary Compensation Table

    (1)These amounts represent the full grant date fair value of RSU and PSU awards granted in each fiscal year noted. The PSUs granted in Fiscal 2024 and Fiscal 2025 have two equally weighted performance criteria: (1) compound annual growth rate of organic net sales; and (2) relative TSR. The grant date fair value of the organic net sales growth components were based on the market price of our Class A Stock on the grant date and the probable outcome of the performance conditions as of the grant date (which was performance at target level). The grant date fair value of the relative TSR components were determined using a Monte Carlo simulation model. Since the performance criteria underlying the relative TSR PSUs are each considered a market condition as opposed to a performance condition for accounting purposes, the expense associated with those awards are not subject to fluctuation based on the actual outcome and is therefore reported at maximum expense value. For PSUs granted in Fiscal 2026 with a two-year enterprise cost savings performance goal measured as modified by our relative TSR performance over a three-year period, the grant date fair value was determined using a Monte Carlo simulation model. Since the enterprise costs savings performance goal is a performance condition and the relative TSR performance goal is a market condition, the expense associated with those awards is reported based on the probable outcome of the performance conditions. Assuming that the highest level of performance conditions were satisfied, the grant date fair value set forth above for the Fiscal 2026 PSUs would be: Mr. Newlands: $11,035,420; Mr. Hankinson: $5,200,503; Mr. Sabia: $2,364,872; Mr. Bourdeau: $1,891,898; and Mr. Glaetzer: $1,602,814. Each amount included in this column represents the aggregate amount that we expected to expense for grants in accordance with Topic 718 over the grants’ respective vesting schedules. Assumptions used in calculating these values with respect to PSUs may be found in Note 19 of our financial statements in our 2026 Form 10-K. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. A more complete description of the Fiscal 2026 PSUs can be found in the CD&A under the heading “Long-Term Equity Incentive Awards.” See the Grants of Plan-Based Awards in Fiscal 2026 and the Outstanding Equity Awards as of February 28, 2026 tables for additional information. (2)These amounts represent the full grant date fair value of awards of NQSOs granted in each fiscal year noted. This represents the aggregate amount that we expected to expense for such grants in accordance with Topic 718 over the grants’ respective vesting schedules. Assumptions used in calculating these values may be found in Note 19 of our financial statements in our 2026 Form 10-K. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations. See the Outstanding Equity Awards as of February 28, 2026 table below for additional information.

  103. Summary Compensation Table

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 55 |

  104. Summary Compensation Table

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  105. Summary Compensation Table

    (3)These amounts represent the amounts earned under our AMIP for Fiscal 2026, Fiscal 2025, and Fiscal 2024. A detailed description of the Fiscal 2026 payments can be found in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2026 AMIP.” (4)The amounts set forth below include for Fiscal 2026: (i) Company contributions under our 401(k) and Profit Sharing Plan (including both Company matching contributions and Company non-elective contributions); (ii) Company non-elective contributions under our NQSP; and (iii) the aggregate incremental cost to us of perquisites and personal benefits. Contributions under the 401(k) and Profit Sharing Plan and our NQSP are reported in the fiscal year in which they are accrued or earned, regardless of the fiscal year in which the contribution is actually made to the plan.

  106. Summary Compensation Table

    | | Company contributions under the 401(k) and Profit Sharing Plan | Company contributions under the NQSP | Perquisites and Other Personal Benefits (a) | Total “All Other Compensation” | | William A. Newlands | $28,665 | $222,405 | $176,887 | $427,957 | | Garth Hankinson | $28,308 | $53,965 | $135,539 | $217,812 | | James A. Sabia, Jr. | $28,837 | $86,106 | $119,449 | $234,392 | | James O. Bourdeau | $28,271 | $40,242 | $47,131 | $115,644 | | Samuel J. Glaetzer | $28,203 | $22,692 | $44,464 | $95,359 |

  107. Summary Compensation Table

    (a)The perquisites and other personal benefits provided to our named executive officers in Fiscal 2026 included personal use of our corporate aircraft, spousal travel and activities in connection with business events, personal security services comprised of identity theft protection services, automobile allowances, parking reimbursements in certain geographies, car/driver services, product allowances, product samples, tickets to sponsorship events, a physical health review, home internet service, and executive charitable match programs. We did not provide a tax gross-up to any named executive officer in Fiscal 2026. The aggregate incremental cost to us for each named executive officer’s personal use of corporate aircraft is as follows: Mr. Newlands – $46,587; Mr. Hankinson – $82,206; Mr. Sabia – $82,217; Mr. Bourdeau – $2,549; and Mr. Glaetzer – $6,620. These amounts represent the aggregate incremental cost to us for the personal use of our corporate aircraft, or company-paid personal trips on commercial aircraft, by our named executive officers and certain of their family members. Amounts for the personal use of our corporate aircraft are calculated by multiplying an aircraft’s hourly variable operating costs by the portion of the trip’s flight time allocated to such named executive officer. Variable operating costs include fuel costs, variable maintenance costs, and other variable expenses, including crew hotel and meals, on-board catering, trip-related landing fees, hangar and parking costs, and similar costs. Since our aircraft are used primarily for business travel, the methodology excludes fixed, capital, and similar costs. In instances where family members or guests fly on our aircraft as additional passengers on business flights with an executive, the aggregate incremental cost to us is de minimis in amount, and no amount is reflected in the table for these additional passengers. In Fiscal 2026, the following named executive officers made (i) charitable donations that were matched by the Company under our charitable matching program as follows: Mr. Newlands – $72,500; Mr. Hankinson – $24,467; and Mr. Bourdeau – $9,500; and (ii) donations to our political action committee that were matched by the Company under our political action committee charitable matching program as follows: Mr. Newlands – $5,000; Mr. Sabia – $5,000; and Mr. Bourdeau – $5,000. Our charitable match programs operate on a calendar year basis and contributions are reported in this table in the fiscal year the donation was made. Therefore, such reported amounts may exceed the $55,000 aggregate limitation due to timing differences between the calendar year used for the matching programs and our fiscal year. In Fiscal 2026, the aggregate incremental cost of the product allowance program for our named executive officers is as follows: Mr. Newlands – $30,914; Mr. Hankinson – $11,866; Mr. Sabia – $11,442; Mr. Bourdeau – $10,180; and Mr. Glaetzer – $12,937. Our product allowance program operates on a calendar year basis and is reported in this table in the fiscal year the allowance was used. Therefore, such reported amounts may exceed the applicable calendar year limitation due to timing differences between the calendar year used for the product allowance program and our fiscal year. (5)Mr. Glaetzer was not a named executive officer prior to Fiscal 2025.

  108. Summary Compensation Table

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 56 |

  109. Summary Compensation Table

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  110. Grants of Plan-Based Awards in Fiscal 2026

    Grants of Plan-Based Awards in Fiscal 2026

  111. Grants of Plan-Based Awards in Fiscal 2026

    | | Grant Date | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock and Option Awards (4) | | | | Award Type | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | William A. Newlands | NA | AMIP | $724,519 | $2,898,077 | $5,796,154 | | | | | | | | 4/25/2025 | PSU | | | | 11,330 | 28,325 | 56,650 | | $5,517,710 | | | 4/25/2025 | RSU | | | | | | | 28,325 | $5,250,039 | | Garth Hankinson | NA | AMIP | $212,380 | $849,519 | $1,699,039 | | | | | | | | 4/25/2025 | PSU | | | | 2,698 | 6,744 | 13,488 | | $1,313,731 | | | 4/25/2025 | RSU | | | | | | | 6,744 | $1,250,000 | | | 7/15/2025 | PSU | | | | 3,013 | 7,531 | 15,062 | | $1,286,521 | | | 7/15/2025 | RSU | | | | | | | 7,531 | $1,250,071 | | James A. Sabia, Jr. | NA | AMIP | $207,815 | $831,260 | $1,662,519 | | | | | | | | 4/25/2025 | PSU | | | | 2,428 | 6,070 | 12,140 | | $1,182,436 | | | 4/25/2025 | RSU | | | | | | | 6,070 | $1,125,075 | | James O. Bourdeau | NA | AMIP | $149,315 | $597,262 | $1,194,523 | | | | | | | | 4/25/2025 | PSU | | | | 1,943 | 4,856 | 9,712 | | $945,949 | | | 4/25/2025 | RSU | | | | | | | 4,856 | $900,060 | | Samuel J. Glaetzer | NA | AMIP | $113,237 | $452,946 | $905,893 | | | | | | | | 4/25/2025 | PSU | | | | 1,646 | 4,114 | 8,228 | | $801,407 | | | 4/25/2025 | RSU | | | | | | | 4,114 | $762,530 |

  112. Grants of Plan-Based Awards in Fiscal 2026

    (1)The amounts shown in these columns reflect the short-term cash incentive bonuses that potentially could have been earned during Fiscal 2026 based upon the achievement of Company performance goals under our AMIP. The actual award paid to each named executive officer under the AMIP for Fiscal 2026 is set forth above in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. More information regarding short-term cash incentive bonuses under our AMIP can be found in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2026 AMIP.” (2)These amounts represent the number of shares of Class A Stock that may be issued to the named executive officers pursuant to the terms of PSU awards granted under our LTSIP. The PSU awards granted on April 25, 2025 and July 15, 2025 provide for a range of potential payouts based on performance metrics tied to our enterprise cost savings achievement as modified by relative TSR. These PSUs have a three-year performance period, with achievement against the cost savings goals measured over a two-year period through Fiscal 2027 and modified by our relative TSR performance over a three-year period continuing through Fiscal 2028. The PSUs granted to Mr. Hankinson on July 15, 2025 are scheduled to cliff vest on May 1, 2028, subject to forfeiture upon retirement before vesting. Upon a voluntary termination for good reason or an involuntary termination without cause, the award vests at 33 percent, 67 percent, or 100 percent based on whether the termination occurs before May 1, 2026, after May 1, 2026 but before May 1, 2027, or after May 1, 2027. Other than the the July 15, 2026 PSUs granted to Mr. Hankinson, all of these PSUs are scheduled to vest, if at all, on May 1, 2028. For all PSUs in this table, the number of shares earned is determined based on the level of achievement for the performance criteria described above. The terms of the Fiscal 2026 PSU awards are further described in the CD&A under the heading “Long-Term Equity Incentive Awards.” (3)These amounts represent the number of RSUs granted to the named executive officers under our LTSIP. Any payouts associated with the vesting of these awards will be made in shares of Class A Stock. Further information concerning these awards can be found in the CD&A under the heading “Long-Term Equity Incentive Awards.” The RSUs granted to Mr. Hankinson on July 15, 2025 are scheduled to cliff vest on May 1, 2028, subject to forfeiture upon retirement before vesting. Upon a voluntary termination for good reason or an involuntary termination without cause, the award vests at 33 percent, 67 percent, or 100 percent based on whether the termination occurs before May 1, 2026, after May 1, 2026 but before May 1, 2027, or after May 1, 2027. Other than the the July 15, 2026 RSUs granted to Mr. Hankinson, all of these RSUs are scheduled to vest at 33% of the award per year at each of the first three anniversaries of May 1, 2025. (4)These amounts represent the full grant date fair value of the PSUs and RSUs, respectively, granted in Fiscal 2026. This represents the aggregate amount that we expected to expense for such grants in accordance with Topic 718 over the

  113. Grants of Plan-Based Awards in Fiscal 2026

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 57 |

  114. Grants of Plan-Based Awards in Fiscal 2026

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  115. Grants of Plan-Based Awards in Fiscal 2026

    grants’ respective vesting schedules. We do not include any impact of estimated forfeitures related to service-based vesting terms in these calculations.

  116. Outstanding Equity Awards as of February 28, 2026

    Outstanding Equity Awards as of February 28, 2026 The following table presents information concerning outstanding NQSO, RSU, and PSU awards to each of our named executive officers as of February 28, 2026:

  117. Outstanding Equity Awards as of February 28, 2026

    | | Grant Date | Grant Type | Option Awards (1) | | | | Stock Awards (2) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price (3) | Option Expiration Date (4) | Number of Shares or Units of Stock That Have Not Vested (5) | Market Value of Shares or Units of Stock That Have Not Vested (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) | | William A. Newlands | 4/23/2018 | NQSO | 19,558 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 50,579 | | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 51,208 | | $153.02 | 4/21/2030 | | | | | | | 4/20/2021 | NQSO | 51,634 | | $238.31 | 4/20/2031 | | | | | | | 4/21/2022 | NQSO | 49,803 | 16,601 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 2,458 | $388,020 | | | | | 4/24/2023 | NQSO | 20,296 | 10,147 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 4,457 | $703,582 | | | | | 4/24/2023 | PSU | | | | | 7,430 | $1,172,900 | | | | | 4/25/2024 | NQSO | 8,801 | 17,601 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 8,406 | $1,326,971 | | | | | 4/25/2024 | PSU | | | | | | | 10,508 | $1,658,793 | | | 4/25/2025 | RSU | | | | | 28,325 | $4,471,385 | | | | | 4/25/2025 | PSU | | | | | | | 56,650 | $8,942,769 | | Garth Hankinson | 4/20/2021 | NQSO | 14,064 | | $238.31 | 4/20/2031 | | | | | | | 4/21/2022 | NQSO | 15,285 | 5,095 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 754 | $119,026 | | | | | 4/24/2023 | NQSO | 6,229 | 3,114 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 1,368 | $215,952 | | | | | 4/24/2023 | PSU | | | | | 2,281 | $360,079 | | | | | 4/25/2024 | NQSO | 1,841 | 3,680 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 1,758 | $277,518 | | | | | 4/25/2024 | PSU | | | | | | | 2,198 | $346,976 | | | 4/25/2025 | RSU | | | | | 6,744 | $1,064,608 | | | | | 4/25/2025 | PSU | | | | | | | 13,488 | $2,129,216 | | | 7/15/2025 | RSU | | | | | 7,531 | $1,188,844 | | | | | 7/15/2025 | PSU | | | | | | | 15,062 | $2,377,687 |

  118. Outstanding Equity Awards as of February 28, 2026

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 59 |

  119. Outstanding Equity Awards as of February 28, 2026

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  120. Outstanding Equity Awards as of February 28, 2026

    | | Grant Date | Grant Type | Option Awards (1) | | | | Stock Awards (2) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price (3) | Option Expiration Date (4) | Number of Shares or Units of Stock That Have Not Vested (5) | Market Value of Shares or Units of Stock That Have Not Vested (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) | | James A. Sabia, Jr. | 4/23/2018 | NQSO | 5,714 | | $228.26 | 4/23/2028 | | | | | | | 5/21/2018 | NQSO | 3,503 | | $219.34 | 5/21/2028 | | | | | | | 4/23/2019 | NQSO | 10,011 | | $207.48 | 4/23/2029 | | | | | | | 4/20/2021 | NQSO | 9,835 | | $238.31 | 4/20/2031 | | | | | | | 4/21/2022 | NQSO | 8,218 | 2,739 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 405 | $63,933 | | | | | 4/24/2023 | NQSO | 3,755 | 1,877 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 824 | $130,077 | | | | | 4/24/2023 | PSU | | | | | 1,375 | $217,058 | | | | | 4/25/2024 | NQSO | 1,801 | 3,600 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 1,720 | $271,519 | | | | | 4/25/2024 | PSU | | | | | | | 2,150 | $339,399 | | | 4/25/2025 | RSU | | | | | 6,070 | $958,210 | | | | | 4/25/2025 | PSU | | | | | | | 12,140 | $1,916,420 | | James O. Bourdeau | 4/21/2020 | NQSO | 22,170 | | $153.02 | 4/21/2030 | | | | | | | 4/20/2021 | NQSO | 11,593 | | $238.31 | 4/20/2031 | | | | | | | 4/21/2022 | NQSO | 12,725 | 4,241 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 628 | $99,136 | | | | | 4/24/2023 | NQSO | 5,186 | 2,592 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 1,139 | $179,803 | | | | | 4/24/2023 | PSU | | | | | 1,899 | $299,776 | | | | | 4/25/2024 | NQSO | 1,441 | 2,880 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 1,376 | $217,215 | | | | | 4/25/2024 | PSU | | | | | | | 1,720 | $271,519 | | | 4/25/2025 | RSU | | | | | 4,856 | $766,568 | | | | | 4/25/2025 | PSU | | | | | | | 9,712 | $1,533,136 | | Samuel J. Glaetzer | 4/21/2017 | NQSO | 1,659 | | $172.09 | 4/21/2027 | | | | | | | 4/23/2018 | NQSO | 2,446 | | $228.26 | 4/23/2028 | | | | | | | 4/23/2019 | NQSO | 3,390 | | $207.48 | 4/23/2029 | | | | | | | 4/21/2020 | NQSO | 6,592 | | $153.02 | 4/21/2030 | | | | | | | 4/20/2021 | NQSO | 3,476 | | $238.31 | 4/20/2031 | | | | | | | 4/21/2022 | NQSO | 2,193 | 731 | $254.21 | 4/21/2032 | | | | | | | 4/21/2022 | RSU | | | | | 101 | $15,944 | | | | | 4/21/2022 | RSU | | | | | 246 | $38,834 | | | | | 4/24/2023 | NQSO | 925 | 462 | $224.38 | 4/24/2033 | | | | | | | 4/24/2023 | RSU | | | | | 318 | $50,199 | | | | | 4/24/2023 | PSU | | | | | 192 | $30,309 | | | | | 4/25/2024 | NQSO | 1,221 | 2,440 | $261.71 | 4/25/2034 | | | | | | | 4/25/2024 | RSU | | | | | 1,166 | $184,065 | | | | | 4/25/2024 | PSU | | | | | | | 1,457 | $230,002 | | | 4/25/2025 | RSU | | | | | 4,114 | $649,436 | | | | | 4/25/2025 | PSU | | | | | | | 8,228 | $1,298,872 |

  121. Outstanding Equity Awards as of February 28, 2026

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 60 |

  122. Outstanding Equity Awards as of February 28, 2026

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  123. Outstanding Equity Awards as of February 28, 2026

    (1)NQSOs relate to Class 1 Stock, which are convertible to Class A Stock upon sale. Except as otherwise noted in these footnotes, the vesting schedule for all NQSO awards granted on or after April 24, 2023 set forth in the table is 33% of the award per year at each of the first three annual anniversaries of the grant date. The vesting schedule for all NQSO awards granted before April 2023 set forth in the table was 25% of the award per year at each of the first four year anniversaries of the grant date. In addition, all such NQSOs would vest (or continue to vest) upon the occurrence of certain events, as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” (2)Unvested RSU awards, and PSU awards whose performance periods have been completed (but whose related service vesting periods extend beyond the end of Fiscal 2026), are reflected in the first two columns of this section, while PSUs with performance periods extending beyond the end of Fiscal 2026 are reflected in the final two columns. (3)The exercise price of an NQSO is the NYSE closing price for a share of Class A Stock on the grant date. (4)All NQSO awards set forth in the table were granted with ten-year terms. Vested options are generally exercisable for 90 days following termination of employment unless alternative treatment is provided as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” (5)Except as otherwise noted in these footnotes, the vesting schedule for all RSU awards granted on or after April 24, 2023 set forth in the table is 33% of the award per year at each of the first three anniversaries of May 1 of the year of grant. The RSUs granted to Mr. Hankinson on July 15, 2025 are scheduled to cliff vest on May 1, 2028, subject to forfeiture upon retirement before vesting. Upon a voluntary termination for good reason or an involuntary termination without cause, the award vests at 33 percent, 67 percent, or 100 percent based on whether the termination occurs before May 1, 2026, after May 1, 2026 but before May 1, 2027, or after May 1, 2027. The vesting schedule for all RSU awards granted prior to April 2023 set forth in the table was 25% of the award per year at each of the first four year anniversaries of May 1 of the year of grant. In addition, all RSU awards would vest (or continue to vest) upon the occurrence of certain events, as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” The vesting of the April 24, 2023 PSU awards is based on two equally weighted metrics (i) a three-year performance goal related to the compound annual growth rate of our organic net sales and (ii) our Fiscal 2024 - 2026 TSR performance as compared to companies in the S&P 500 Food, Beverage, and Tobacco Index. In April 2026, the Human Resources Committee certified organic net sales performance under these PSU awards at below threshold performance and relative TSR performance at approximately the 33rd percentile performance, and the number of units associated with this performance level is included in this column. These PSU awards required continued service through May 1, 2026 and were paid out to each named executive officer on or immediately after such date. Therefore, those awards are reflected in the table as they had not vested as of the end of Fiscal 2026. (6)These amounts are based on the February 28, 2026 NYSE closing price of $157.86 for a share of Class A Stock. (7)The vesting of the April 25, 2024 PSU awards is based on two equally weighted metrics (i) a three-year performance goal related to the compound annual growth rate of our organic net sales and (ii) our Fiscal 2025 - 2027 TSR performance as compared to companies in the S&P 500 Food, Beverage, and Tobacco Index. Based on our Fiscal 2025 organic net sales and TSR performance as compared to companies in the S&P 500 Food, Beverage, and Tobacco Index, the amounts set forth in this column reflect a payout at the threshold level for these awards. The actual payout, if any, requires that the named executive officer remains employed with us until the May 1, 2027 service vesting date, and any actual payout of shares may be less than the amount reflected. The vesting of the April 25, 2025 and June 15, 2025 PSU awards is based on a single operating metric related to enterprise cost savings measured over a two‑fiscal‑year performance period beginning March 1, 2025 and ending February 28, 2027, with a relative TSR modifier applied over a three‑fiscal‑year horizon (determined at the end of Fiscal 2028) based on our TSR performance as compared to companies in the S&P 500 Food, Beverage & Tobacco Index. Based on the Company’s latest forecast, the amounts set forth in this column reflect a goal payout at the maximum level for these awards. The actual payout, if any, requires that the named executive officer remains employed with us until the May 1, 2028 service vesting date, and any actual payout of shares may be less than the amount reflected. In addition, all PSU awards would either vest at the target level or based on actual performance on a pro-rated basis upon the occurrence of certain events, as set forth under the heading “Potential Payments upon Termination or Change-in-Control” and subheading “Outstanding Equity Awards.” Further information concerning the Fiscal 2026 awards can be found in the CD&A under the heading “Long-Term Equity Incentive Awards” and in the Grants of Plan-Based Awards in Fiscal 2026 table.

  124. Outstanding Equity Awards as of February 28, 2026

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 61 |

  125. Outstanding Equity Awards as of February 28, 2026

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  126. Option Exercises and Stock Vested in Fiscal 2026

    Option Exercises and Stock Vested in Fiscal 2026 The following table presents information concerning NQSO exercises and shares of stock acquired upon vesting of RSU or PSU awards by each of the named executive officers in Fiscal 2026:

  127. Option Exercises and Stock Vested in Fiscal 2026

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | William A. Newlands | — | $— | 12,772 | $2,468,718 | | Garth Hankinson | — | $— | 3,452 | $668,469 | | James A. Sabia, Jr. | — | $— | 2,405 | $464,458 | | James O. Bourdeau | — | $— | 3,350 | $651,829 | | Samuel J. Glaetzer | — | $— | 1,913 | $372,470 |

  128. Option Exercises and Stock Vested in Fiscal 2026

    (1)These amounts reflect the value realized from the vesting of RSU and PSU awards on the vesting date, the value of which were based on the NYSE closing price for a share of Class A Stock on that date, plus accrued dividend equivalents paid out at the time of vesting.

  129. Pension Benefits

    Pension Benefits We do not maintain any tax-qualified pension plans or nonqualified or supplemental defined benefit plans. We maintain the Constellation Brands, Inc. 401(k) and Profit Sharing Plan, a tax qualified, defined contribution plan described above under the subheading “Savings Plans and Health and Welfare Benefits.”

  130. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Effective December 31, 2018, the Company amended the 2005 SERP to freeze participation in and future contributions to the plan, to continue to credit participant balances resulting from investment gains and losses, and to distribute such amounts pursuant to the terms of the plan. Its predecessor plan, the SERP, was previously similarly frozen. Effective January 1, 2019, certain employees, including each of the named executive officers, became eligible to participate in our NQSP, which is a nonqualified deferred compensation plan. The NQSP is designed to provide participants with the benefit of the company non-elective contributions that could not be made to their accounts under the 401(k) and Profit Sharing Plan due to Code limitations. The NQSP also provides participants with an elective deferral opportunity and, effective January 1, 2025, the NQSP was amended to implement a Company match on participant elective deferrals on compensation in excess of the annual compensation limit under the 401(k) and Profit Sharing Plan. For service prior to January 1, 2019, the Company made non-elective contributions to the SERP, and for service on or after January 1, 2019, the Company makes non-elective contributions to the NQSP. Such contributions are made on behalf of each eligible participant, including our named executive officers, and are equal to the amount of the non-elective contributions that a participant would have otherwise received under the 401(k) and Profit Sharing Plan on the portion of their eligible compensation that exceeded the applicable Code limits. Participants did not make contributions under the SERP. Each year, participants may elect to defer a portion of their base salary and annual cash incentive bonus into the NQSP. Participants may direct the investment of their accounts under the SERP and the NQSP into investment options that are similar to those offered under our 401(k) and Profit Sharing Plan. Company contributions to the NQSP are immediately vested. Accounts under the SERP are distributed in a single lump-sum payment six months following a participant’s separation from service. Participants elect distribution of each year’s account under the NQSP in a specified number of annual installments or a lump-sum payment commencing upon either separation from service or a specified date. See the following tables for additional information.

  131. Nonqualified Deferred Compensation

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 62 |

  132. Nonqualified Deferred Compensation

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  133. Fiscal 2026 Nonqualified Deferred Compensation Table

    Fiscal 2026 Nonqualified Deferred Compensation Table

  134. Fiscal 2026 Nonqualified Deferred Compensation Table

    | | Plan | Executive Contributions in Last FY (1) | Registrant Contributions in Last FY (2) | Aggregate Earnings (Losses) in Last FY (3) | Aggregate Withdrawals/Distributions | Aggregate Balance at Last FYE (4) | | William A. Newlands | SERP | | | $9,293 | $— | $84,474 | | | NQSP | $460,339 | $222,405 | $230,886 | $— | $5,794,040 | | Garth Hankinson | SERP | | | $136 | $— | $1,389 | | | NQSP | $— | $53,965 | $15,167 | $— | $116,541 | | James A. Sabia, Jr. | SERP | | | $7,286 | $— | $77,488 | | | NQSP | $37,016 | $86,106 | $13,917 | $— | $176,533 | | James O. Bourdeau | SERP | | | $2,474 | $— | $19,893 | | | NQSP | $— | $40,242 | $13,500 | $— | $104,568 | | Samuel J. Glaetzer | SERP | | | $1,113 | $— | $7,206 | | | NQSP | $— | $22,692 | $5,714 | $— | $35,689 |

  135. Fiscal 2026 Nonqualified Deferred Compensation Table

    (1)The SERP did not provide for elective deferrals. Amounts in this column consist of amounts withheld from a named executive officer’s compensation otherwise payable during Fiscal 2026 and deferred into the NQSP. All of these amounts are reflected in the Summary Compensation Table. (2)During Fiscal 2026, our named executive officers were eligible to receive a non-elective contribution on compensation that exceeded the IRS limits that apply to the 401(k) and Profit Sharing Plan. Effective January 1, 2025, our named executive officers were eligible to receive a match on elective deferrals on eligible compensation in excess of the limitation on eligible compensation under the Code. Such contributions are reported in the fiscal year in which they are accrued or earned, regardless of the fiscal year in which the contribution is actually made to the NQSP. All of these amounts are reflected in the Summary Compensation Table. (3)Earnings are credited in accordance with the named executive officer’s investment direction. These amounts represent the aggregate earnings during Fiscal 2026 on the accounts held for each named executive officer under the SERP and the NQSP. None of these amounts are reflected in the Summary Compensation Table. (4)Mr. Glaetzer was not a named executive officer prior to Fiscal 2025. Of the amounts in this column, the following amounts have also been reported in the prior fiscal years covered by the Summary Compensation Table for Fiscal 2026:

  136. Fiscal 2026 Nonqualified Deferred Compensation Table

    | | Previously Reported Aggregate Balance for | | | | Fiscal 2025 | Fiscal 2024 | | William A. Newlands | $1,077,528 | $787,792 | | Garth Hankinson | $43,686 | $13,337 | | James A. Sabia, Jr. | $53,578 | $10,499 | | James O. Bourdeau | $32,136 | $12,946 | | Samuel J. Glaetzer | $8,195 | $— |

  137. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control In the event of specified terminations of employment, or a change-in-control of the company, our named executive officers would become entitled to certain payments and benefits under their respective employment agreements, the terms of their outstanding equity awards under the LTSIP, our AMIP, our SERP, and our NQSP. The following information describes and quantifies the compensation and benefits for our named executive officers that would have become payable if a named executive officer’s employment had terminated on February 28, 2026, or if a change-in-control of the company occurred on February 28, 2026, based on the terms and conditions of their respective employment agreement, and our agreements, plans, and arrangements in effect on such date. These benefits are in addition to the benefits generally available to salaried employees, such as our 401(k) and Profit Sharing Plan, ESPP, life and disability insurance programs, and medical, dental, and vision benefits.

  138. Potential Payments upon Termination or Change-in-Control

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 63 |

  139. Potential Payments upon Termination or Change-in-Control

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  140. Outstanding Equity Awards

    Outstanding Equity Awards The unvested equity awards held by each of the named executive officers are described above in the Outstanding Equity Awards as of February 28, 2026 table. We made each of those awards pursuant to our LTSIP. The following chart summarizes the various vesting provisions in our outstanding awards under our LTSIP that were not fully vested as of February 28, 2026:

  141. Outstanding Equity Awards

    | | Potential Equity Vesting Triggers (1) | | | | | Equity Type | Qualifying Termination following a Change-in-Control (2) | Death or Disability | Retirement | Other Voluntary or Involuntary Termination | | NQSO | Yes | Yes | Yes (3) | No | | RSU | Yes | Yes | Yes (3) | No | | PSU | Yes | Yes (4) | Yes (5) | No |

  142. Outstanding Equity Awards

    (1)As defined in the LTSIP and the applicable award agreements issued thereunder. (2)In the event of a change-in-control of the Company in which the outstanding equity awards are assumed or replaced by the acquirer, if the executive is involuntarily terminated by the company without cause, or voluntarily terminates employment for good reason, in each case within 24 months following the occurrence of the change-in-control: (i) outstanding NQSOs shall become fully vested and exercisable and shall be exercisable for 90 days following such termination; (ii) outstanding RSUs shall become fully vested and shall be delivered within 30 days following such termination; and (iii) outstanding PSUs shall become vested at target and shall be delivered within 30 days following such termination. (3)Continue to vest on vesting schedule upon continuous service through the first November 1 following the grant date, based on compliance with restrictive covenants through each such vesting date. (4)Vest at target level. (5)For PSUs, if the participant is continuously employed by the Company through November 1 in the year of grant then the PSUs vest at the end of the performance period based upon the Company’s actual performance during the full performance period. PSUs granted prior to April 2024 were pro-rated for the portion of the performance period during which the executive officer served prior to retirement (PSUs granted starting in April 2024 are not pro-rated). The value of accelerated or continued vesting of outstanding equity awards under the LTSIP that would become payable upon a qualifying termination following a change in control, death, disability, or other voluntary or involuntary termination of employment as of February 28, 2026 (based on the NYSE closing price of $157.86 for a share of Class A Stock on such date) as follows:

  143. Outstanding Equity Awards

    | | Qualifying Termination Following a Change-in-Control | Death or Disability | Retirement | Other Voluntary or Involuntary Termination (1) | | William A. Newlands | $18,196,680 | $18,196,680 | $18,664,338 | $— | | Garth Hankinson | $6,892,799 | $6,892,799 | $3,193,824 | $1,176,955 | | James A. Sabia, Jr. | $3,711,446 | $3,711,446 | $3,896,475 | $— | | James O. Bourdeau | $3,471,026 | $3,471,026 | $3,366,977 | $— | | Samuel J. Glaetzer | $2,138,372 | $2,138,372 | $— | $— |

  144. Outstanding Equity Awards

    (1)The July 15, 2025 RSU and PSU grants to Mr. Hankinson both included special vesting provisions, including cliff-vesting on May 1, 2028, forfeiture in the event of retirement before vesting, and a provision for voluntary terminations for good reason or involuntary terminations without cause under which he will vest in 33%, 67%, or 100% of each award, depending on whether the termination occurs before the first, after the first but before the second, or after the second May 1 following the grant date and, in the case of PSUs, based on actual performance.

  145. Outstanding Equity Awards

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 65 |

  146. Outstanding Equity Awards

    | EXECUTIVE COMPENSATION | Compensation Tables and Related Information | Table of Contents |

  147. Outstanding Equity Awards

    As of February 28, 2026, each of our named executive officers other than Mr. Glaetzer would have been eligible for the retirement treatment set forth above. AMIP Payments. Our AMIP is described in the CD&A under the heading “Short-Term Cash Incentives: Fiscal 2026 AMIP.” The Fiscal 2026 award program provides that in the event a named executive officer’s employment terminates for any reason other than retirement (defined as attained age 60 with at least five years of service or attained age 55 with at least ten years of service), disability, death, or involuntary termination without cause prior to the end of the performance period, the named executive officer forfeits all rights to a short-term cash incentive payment for such period. In the event of a named executive officer’s retirement, disability, death, or involuntary termination without cause prior to the end of the performance period, the named executive officer will become entitled to a pro-rated portion of the short-term cash incentive payment that would have been payable had the individual not terminated employment. Such short-term incentive, if any, will be paid at the same time short-term incentives are paid to similarly situated participants who do not terminate employment. Actual payouts under the plan to the named executive officers for Fiscal 2026 are set forth above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. NQSP. This plan is described under the heading “Nonqualified Deferred Compensation.” In the event of any termination of employment as of February 28, 2026, each named executive officer (or, in the case of death, the named executive officer’s beneficiary) would be entitled to receive the value of the executive’s respective vested plan account balance set forth in the table under the heading “Nonqualified Deferred Compensation.” In the event of a change-in-control (as defined by the plan), we would make lump sum payments of account balances to participants within 90 days of the change-in-control event. Supplemental Executive Retirement Plans. Our supplemental executive retirement plans are described under the heading “Nonqualified Deferred Compensation.” In the event of any termination of employment as of February 28, 2026, each named executive officer (or, in the case of death, the named executive officer’s beneficiary) would be entitled to receive the value of the executive’s respective vested plan account balance set forth in the table under the heading “Nonqualified Deferred Compensation.” In the event of a change-in-control (as defined by the plans), we would make lump sum payments of account balances to participants within 90 days of the change-in-control event.

  148. Outstanding Equity Awards

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 66 |

  149. Outstanding Equity Awards

    | EXECUTIVE COMPENSATION | CEO Pay Ratio | Table of Contents |

  150. CEO PAY RATIO

    CEO PAY RATIO For Fiscal 2026, the annual total compensation of our CEO is $14,209,126, and the annual total compensation of our median employee is $48,558. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is approximately 293 to 1. This pay ratio is a reasonable estimate, calculated in a manner consistent with the applicable SEC requirements. We re-identified our median employee this year based on the information available in our human resources information system, and we include all U.S. and non-U.S. employees, full and part-time employees, and temporary and seasonal employees in the universe of possible employees when identifying our median employee, which for Fiscal 2026 was 8,292 total employees. We do not include employees of our equally-owned joint venture with Owens-Illinois. We determined our median employee as of the last day of our 2026 fiscal year, the same date that we use for determining the compensation of our CEO under the SEC executive compensation disclosure rules. For purposes of identifying our median employee, we calculate compensation as the sum of: (i) base salary (not including overtime); (ii) target short-term incentive as of the determination date; and (iii) target equity award percentage of base salary (multiplied by base salary to provide a dollar value). We do not make cost of living adjustments for the compensation of employees based outside of the U.S. We convert the compensation paid to non-U.S. employees in local currency to U.S. dollars using the applicable exchange rate in effect as of the determination date. Once we identify our median employee, we calculate their compensation under the Summary Compensation Table rules in a manner that is consistent with the calculation of our CEO’s compensation, without any adjustments or estimates. The SEC requirements for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us.

  151. CEO PAY RATIO

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 67 |

  152. CEO PAY RATIO

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |

  153. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between the executive “Compensation Actually Paid” (as defined in Item 402(v)) by the Company and the financial performance of the Company over the applicable time period of the disclosure, calculated in a manner consistent with Item 402(v). Additional information regarding our compensation philosophy, the structure of our compensation programs, and compensation decisions made this year is described under the heading above entitled “Compensation Discussion and Analysis.” The following table provides information regarding CAP for our PEO and our other named executive officers for each of Fiscal 2022 through Fiscal 2026 as compared to our TSR for each such fiscal year, the TSR of the S&P 500 Food, Beverage, and Tobacco Index, our Net Income (Loss) and Net Sales, our CSM for each such year.

  154. PAY VERSUS PERFORMANCE

    | | | | | | | | | | Value of Initial $100 Investment Based On: | | | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO (5)(6) | | Average Summary Compensation Table Total for Non-PEO NEOs | | Average Compensation Actually Paid to Non-PEO NEOs (6)(7) | | Total Shareholder Return (8) | | Peer Group Total Shareholder Return (9) | | Net Income (Loss) (in millions) (10) | | Net Sales (in millions) (11) | | | 2026 (1) | | 14,209,126 | | 10,903,642 | | 4,005,952 | | 3,329,617 | | 80.28 | | 166.86 | | 1,756.8 | | 9,139.0 | | 2025 (1) | | 15,006,800 | | (853,514) | | 3,433,714 | | 413,253 | | 86.97 | | 143.82 | | (31.1) | | 10,208.7 | | 2024 (2) | | 14,629,014 | | 19,419,251 | | 5,257,024 | | 6,461,318 | | 120.92 | | 126.43 | | 1,765.2 | | 9,961.8 | | 2023 (3) | | 16,068,340 | | 15,728,089 | | 10,422,191 | | 10,723,561 | | 107.27 | | 128.79 | | (38.5) | | 9,452.6 | | 2022 (4) | | 12,040,281 | | 4,988,292 | | 6,743,095 | | 5,740,281 | | 102.03 | | 124.61 | | 1.0 | | 8,820.7 |

  155. PAY VERSUS PERFORMANCE

    (1)For each of Fiscal 2026 and Fiscal 2025, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, James A. Sabia, Jr., James O. Bourdeau, and Samuel Glaetzer. (2)For Fiscal 2024, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, James O. Bourdeau, Robert Hanson, and James A. Sabia, Jr. (3)For Fiscal 2023, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, James O. Bourdeau, Robert Hanson, James A. Sabia, Jr., Robert Sands, and Richard Sands. (4)For Fiscal 2022, the Company PEO was William A. Newlands, and the Company's other named executive officers were Garth Hankinson, Robert Sands, Richard Sands, and Robert Hanson. (5)The amounts deducted and added to the Summary Compensation Table Total to calculate the CAP for Fiscal 2026 are as follows:

  156. PAY VERSUS PERFORMANCE

    | | Fiscal 2026 | | | Summary Compensation Table Total | | 14,209,126 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (10,767,749) | | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | — | | | Increased by the fair value as of the end of the fiscal year of all awards granted during the fiscal year that were outstanding and unvested as of the end of such fiscal year; | 8,685,088 | | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the end of the reported fiscal year of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the reported fiscal year; | (1,690,713) | | | Increased by the fair value as of the vesting date, for awards that are granted and vest in the same year; | — | | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the reported fiscal year; | 367,612 | | | Decreased by the fair value at the end of the prior fiscal year, of any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the reported fiscal year; and | — | |

  157. PAY VERSUS PERFORMANCE

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 68 |

  158. PAY VERSUS PERFORMANCE

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |

  159. PAY VERSUS PERFORMANCE

    | | Fiscal 2026 | | | Increased by the dollar value of any dividend equivalents paid on RSUs and PSUs in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. | 100,278 | | | Compensation Actually Paid | | 10,903,642 |

  160. PAY VERSUS PERFORMANCE

    (6)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: (1) for RSU awards, closing price of our Class A Stock on applicable year-end dates or, in the case of vesting dates, the actual vesting price; (2) for PSU awards, the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the probability of achievement or actual results, as applicable, as of each such date and, for PSU awards with market-based conditions, the probability is determined based on the outcome of a Monte Carlo simulation; and (3) for NQSOs, the fair value calculated based on the outcome of a Monte Carlo simulation as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values (but using a Monte Carlo simulation instead of a Black-Scholes pricing model as was used on the grant date), the closing price of our Class A Stock on the applicable revaluation date as the current market price as of the revaluation date, and in all cases determined using assumptions and inputs consistent with those found in Note 19 of our financial statements in our 2026 Form 10-K. (7)The amounts deducted and added to the Average Summary Compensation Table Total to calculate the Average CAP for Fiscal 2026 are as follows:

  161. PAY VERSUS PERFORMANCE

    | | Fiscal 2026 | | | Summary Compensation Table Total | | 4,005,952 | | Decreased by the full grant date fair value of RSUs and PSUs granted during the reported fiscal year; | (2,704,445) | | | Decreased by the grant date fair value of NQSOs granted during the reported fiscal year; | — | | | Increased by the fair value as of the end of the fiscal year of all awards granted during the fiscal year that were outstanding and unvested as of the end of such fiscal year; | 2,247,162 | | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the end of the reported fiscal year of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the reported fiscal year; | (316,405) | | | Increased by the fair value as of the vesting date, for awards that are granted and vest in the same year; | — | | | Increased (or if negative, decreased) by the change in fair value from the end of the prior fiscal year through the vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the reported fiscal year; | 73,570 | | | Decreased by the fair value at the end of the prior fiscal year, of any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the reported fiscal year; and | — | | | Increased by the dollar value of any dividend equivalents paid on RSUs and PSUs in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. | 23,783 | | | Compensation Actually Paid | | 3,329,617 |

  162. PAY VERSUS PERFORMANCE

    (8)TSR is determined based on the value of an initial fixed investment of $100. (9)The S&P 500 Food, Beverage, and Tobacco Index is the peer group index selected by the Company for this purpose and for purposes of the Stock Performance Graph in our Annual Report. (10)Net income (loss) as reported in our 2026 Form 10-K in accordance with GAAP. (11)Net Sales was selected as our CSM because management believes it is the most important annual financial performance measure used to link executive pay and Company performance in Fiscal 2026. Net Sales is one of the three performance metrics used under our AMIP, is also discussed under the heading above entitled “Compensation Discussion and Analysis,” and is defined as GAAP net sales as reported in our 2026 Form 10-K.

  163. PAY VERSUS PERFORMANCE

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 69 |

  164. PAY VERSUS PERFORMANCE

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |

  165. Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return

  166. Relationship Between Compensation Actually Paid and Net Income (Loss)

    Relationship Between Compensation Actually Paid and Net Income (Loss)

  167. Relationship Between Compensation Actually Paid and Company-Selected Measure (Net Sales)

    Relationship Between Compensation Actually Paid and Company-Selected Measure (Net Sales)

  168. Relationship Between Compensation Actually Paid and Company-Selected Measure (Net Sales)

    | Constellation Brands, Inc. 2026 Proxy Statement | #WORTHREACHINGFOR I 70 |

  169. Relationship Between Compensation Actually Paid and Company-Selected Measure (Net Sales)

    | EXECUTIVE COMPENSATION | Pay versus Performance | Table of Contents |