Number of votes per share



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| PART II | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | Table of Contents |

Regulatory mattersWe are in discussions with various governmental agencies concerning matters raised during regulatory examinations or otherwise subject to such agencies’ inquiry. These matters could result in censures, fines, or other sanctions. Management believes the outcome of any pending regulatory matters will not have a material adverse effect on our financial condition, results of operations, or cash flows. However, we are unable to predict the outcome of these matters.  
17.    STOCKHOLDERS’ EQUITY  
Common stockWe have two classes of common stock with a material number of shares outstanding: Class A Stock and Class B Stock. Class B Stock shares are convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder. Holders of Class B Stock are entitled to 10 votes per share. Holders of Class A Stock are entitled to one vote per share and a cash dividend premium. If we pay a cash dividend on Class B Stock, each share of Class A Stock will receive an amount at least 10% greater than the amount of the cash dividend per share paid on Class B Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Stock without paying any dividend on Class B Stock. However, our senior credit facility limits the cash dividends that we can pay on our common stock to a fixed amount per quarter but the fixed amount may be exceeded subject to various conditions set forth in the senior credit facility.  
In addition, we have a class of common stock with an immaterial number of shares outstanding: Class 1 Stock. Shares of Class 1 Stock generally have no voting rights. Class 1 Stock shares are convertible into shares of Class A Stock on a one-to-one basis at any time at the option of the holder, provided that the holder immediately sells the Class A Stock acquired upon conversion. Because shares of Class 1 Stock are convertible into shares of Class A Stock, for each share of Class 1 Stock issued, we must reserve one share of Class A Stock for issuance upon the conversion of the share of Class 1 Stock. Holders of Class 1 Stock do not have any preference as to dividends, but may participate in any dividend if and when declared by the Board of Directors. If we pay a cash dividend on Class 1 Stock, each share of Class A Stock will receive an amount at least 10% greater than the amount of cash dividend per share paid on Class 1 Stock. In addition, the Board of Directors may declare and pay a dividend on Class A Stock without paying a dividend on Class 1 Stock. The cash dividends declared and paid on Class B Stock and Class 1 Stock must always be the same.  
The number of shares of common stock issued and treasury stock, and associated share activity, are as follows:

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|  | Common Stock |  | Treasury Stock |
|  | Class A |  | Class B |  | Class 1 |  | Class A |  | Class B |
| Balance at February 28, 2019 | 185,740,178  |  |  | 28,322,419  |  |  | 1,149,624  |  |  | 18,927,966  |  |  | 5,005,800  |  |
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| Share repurchases | —  |  |  | —  |  |  | —  |  |  | 265,593  |  |  | —  |  |
| Conversion of shares | 350,567  |  |  | (22,213) |  |  | (328,354) |  |  | —  |  |  | —  |  |
| Exercise of stock options | —  |  |  | —  |  |  | 870,957  |  |  | (747,527) |  |  | —  |  |
| Employee stock purchases | —  |  |  | —  |  |  | —  |  |  | (69,324) |  |  | —  |  |
|  |  |  |  |  |  |  |  |  |  |
| Vesting of restricted stock units (1) | —  |  |  | —  |  |  | —  |  |  | (91,311) |  |  | —  |  |
| Vesting of performance share units (1) | —  |  |  | —  |  |  | —  |  |  | (29,015) |  |  | —  |  |
| Cancellation of restricted shares | —  |  |  | —  |  |  | —  |  |  | 444  |  |  | —  |  |
| Balance at February 29, 2020 | 186,090,745  |  |  | 28,300,206  |  |  | 1,692,227  |  |  | 18,256,826  |  |  | 5,005,800  |  |
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| Conversion of shares | 1,113,535  |  |  | (29,918) |  |  | (1,083,617) |  |  | —  |  |  | —  |  |
| Exercise of stock options | —  |  |  | —  |  |  | 4,326  |  |  | (1,020,853) |  |  | —  |  |
| Employee stock purchases | —  |  |  | —  |  |  | —  |  |  | (67,801) |  |  | —  |  |
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| Vesting of restricted stock units (1) | —  |  |  | —  |  |  | —  |  |  | (80,287) |  |  | —  |  |
| Vesting of performance share units (1) | —  |  |  | —  |  |  | —  |  |  | (17,335) |  |  | —  |  |
| Balance at February 28, 2021 | 187,204,280  |  |  | 28,270,288  |  |  | 612,936  |  |  | 17,070,550  |  |  | 5,005,800  |  |
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| Constellation Brands, Inc. FY 2022 Form 10-K | #WORTHREACHINGFOR    I    103 |


