STZ: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As discussed in Item 5.07 below, at the Annual Meeting (as defined below) held on July 22, 2026, the stockholders of Constellation Brands, Inc. (the “Company”) approved an amendment and restatement of the Constellation Brands, Inc. Long-Term Stock Incentive Plan (the “Plan”). The Plan, as amended and restated, has been adopted by the Company and is effective July 22, 2026. The amendment and restatement of the Plan effected the following modifications: • Extended the term of the Plan through July 22, 2036. • Established a reserve of 6,000,000 shares of the Company's Class A Common Stock for future grants under the Plan. • Revised and refined the scope of the non-competition and for cause forfeiture provisions. • Provided the ability, but not the requirement, to use fractional shares when settling equity awards. • Supplemented existing share accounting provisions to prohibit shares that are reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options from again being available for issuance under the Plan. • Inserted a new exception for compensation to a non-executive Board chair, lead independent director, or members of a special committee from the $750,000 limit with respect to cash compensation and equity compensation granted to any non-employee director in any fiscal year. • Removed language previously necessary for the “performance-based compensation” deduction limit exception under Section 162(m) of the Internal Revenue Code of 1986, as amended. • Revised the change in control definition to remove exceptions for certain permitted transfers amongst Sands family s