星座品牌-A美股招股说明书(2026-05-05版)

$500,000,000 4.850% Senior Notes due 2031 The Company: We are an international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy with powerful, consumer-connected,high-quality brands like Modelo Especial, Corona Extra, Pacifico, Victoria, Kim Crawford, Ruffino, The Prisoner Wine Company, Robert Mondavi Winery, Mi CAMPO and HighWest. In the U.S., we are one of the top dollar share gainers among beverage alcohol suppliers. We are also the second-largest beer company and have the #1 beer brand, ModeloEspecial, in dollar sales in the U.S. We continued to strengthen our leadership position in the U.S. beer market as the #1 dollar share gainer in the overall U.S. beer market, and the#2 dollar share gainer in the high-end segment of the U.S. beer market. Within wine and spirits, we have implemented a multi-year strategy that repositioned this business to aportfolio of exclusively higher-end brands that we believe is positioned for long-term growth, aligned to our focus on consumer-led premiumization trends, and we continue toprogressively expand our supply channels through direct-to-consumer and international markets. The strength of our brands makes us a supplier of choice to many of ourconsumers and our customers, which include wholesale distributors and retailers. We conduct our business through entities we wholly own as well as through a variety of jointventures and other entities. The Offering: •Use of Proceeds: We intend to use the net proceeds from this offering, together with commercial paper borrowings and/or cash on hand, to redeem prior to maturityall of our outstanding 3.700% Senior Notes due 2026 in the aggregate principal amount of $600million and for general corporate purposes. See “Use of Proceeds.” The Notes: •Issuer: Constellation Brands, Inc. •Maturity: The notes will mature on May6, 2031. •Interest: Interest on the notes will accrue at a rate of 4.850% per year. The notes will pay interest semi-annually in cash in arrears onMay6 and November6 of eachyear, beginning November6, 2026. See “Description of the Notes—Interest Payments.” •Ranking: The notes will rank equally in right of payment with all of our existing and future unsecured senior indebtedness, senior in right of payment to anyindebtedness that is expressly subordinated to the notes, and effectively subordinated in right of payment to any of our secured indebtedness to the extent of the valueof any assets securing such indebtedness. Holders of the notes will not have a direct claim on assets of subsidiaries of the Company and the notes will be structurallysubordinated to all indebtedness and other liabilities of our subsidiaries. •Optional Redemption: We may, at our option, redeem the notes, in whole or in part, from time to time at the applicable redemption prices and the applicable datesdescribed in this prospectus supplement under “Description of the Notes—Optional Redemption.” •Change of Control: If we experience a change of control triggering event (as described herein), we may be required to offer to repurchase all of the notes at 101% oftheir aggregate principal amount, plus accrued and unpaid interest, if any, to the repurchase date. This investment involves risks. See “Risk Factors” beginning on page S-7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PerNoteTotalPublic Offering Price(1)99.943%$499,715,000Underwriting Discount0.350%$1,750,000Proceeds to Constellation Brands (before expenses)99.593%$497,965,000 (1)The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from May6, 2026. The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on May6, 2026. TD SecuritiesSiebertWilliamsShank We have not, and the underwriters have not, authorized anyone to provide you with information that is different than the information contained orincorporated by reference in this prospectus or the accompanying prospectus. We are not, and the underwriters are not, making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectussupplement, the accompanying prospectus and any document incorporated by reference is accurate as of any date other than the date on the front coverof the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date. TABLE OF CONTENTS Prospectus Supplement WHERE YOU CAN FIND MORE INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDIVIDEND