Constelltn Bnds SEC Filings

Constellation Brands (STZ) – Form 4 insider transaction

Richard Sands, a Director and >10% owner, reported the vesting and automatic conversion (code “M”) of 503 restricted stock units into an equal number of Class A common shares on 07/10/2025. No cash was exchanged (exercise price $0). After the transaction, Sands’ direct holdings rose to 503 shares. He also maintains large indirect positions:

• 188,015 shares through RES Master LLC
• 5,066,666 shares through RES Business Holdings LP
• 1,736,884 shares through SER Business Holdings LP
• 15,720 shares held by his spouse

The filing reflects routine incentive-plan vesting rather than open-market buying or selling. Given the small share count relative to Sands’ multi-million-share stake and STZ’s ~200 million-share float, the event is unlikely to have a material impact on valuation or market sentiment.

GS Finance Corp., fully guaranteed by The Goldman Sachs Group, Inc., is offering $3 million of Autocallable Contingent Coupon Underlier-Linked Notes due July 13, 2028. The notes reference three equity underliers: the S&P 500® Index (6,225.52 initial level), Nasdaq-100 Index® (22,702.25) and iShares® Russell 2000 ETF ($221.25). Investors receive a monthly coupon of $8.75 per $1,000 face amount (0.875%, up to 10.5% p.a.) only if, on the related observation date, each underlier closes at or above 70 % of its initial level. No coupon is paid if any underlier breaches that trigger.

The issuer may automatically call the notes at par plus the monthly coupon on any quarterly call observation date (Jan, Apr, Jul, Oct) beginning January 2026 if all underliers are at or above their initial levels. If not called, principal repayment at maturity depends on the least-performing underlier: investors receive par if every underlier is at least 70 % of its initial level; otherwise they incur a loss matching the percentage decline of the worst underlier, potentially down to zero. There is no upside participation beyond par.

The notes are senior unsecured obligations of GS Finance Corp. with a 0.2% underwriting discount; estimated value at pricing was stated to be not less than 100 % of face. Key risks highlighted include issuer/guarantor credit risk, potential loss of entire investment, contingent coupons that may never be paid, limited secondary liquidity, market disruption adjustments and complex U.S. tax treatment. The product is part of Goldman’s Medium-Term Notes, Series F program and was issued under prospectus supplement dated February 14, 2025.

Form 4 filing overview: On 07/10/2025, Antero Resources Corporation (ticker AR) director Brenda R. Schroer reported the acquisition of 1,499 shares of AR common stock at a reported price of $0.00, indicating the shares were most likely granted as a stock award rather than purchased on the open market. Following the grant, Schroer’s direct beneficial ownership rose to 32,214 shares.

The filing shows no dispositions, derivative transactions, or Rule 10b5-1 plan notations. The transaction increases the director’s holdings by roughly 5% compared with her prior position (from 30,715 to 32,214 shares). While the monetary value of the grant is modest relative to Antero’s market capitalization, insider accumulation—particularly at no cost—can be viewed as an alignment signal between board members and shareholders.

No other insiders joined the filing, and no amendments or corrections to earlier Form 4s were noted. The form contains no new information about company operations, financial performance, or strategic initiatives.

Constellation Brands, Inc. (STZ) – Form 4 insider filing dated 07/14/2025

Non-Executive Chair and Director Christopher J. Baldwin reported the vesting and settlement of 503 Restricted Stock Units (RSUs) on 07/10/2025 (transaction code M). Each RSU converted into one share of Class A common stock at no cost, increasing his directly owned stake to 2,711 shares.

Indirect holdings remain unchanged at 32 shares (15 held by his spouse and 17 held in two family trusts). All previously outstanding RSUs involved in this filing were fully settled, leaving zero derivative securities outstanding for Baldwin.

• No open-market purchase or sale was disclosed; the activity reflects routine equity compensation vesting.
• The transaction does not affect company operations or financials, but modestly aligns board leadership incentives with shareholder value through additional share ownership.

Constellation Brands, Inc. (STZ) – Form 4 Insider Filing

Director William T. Giles reported the automatic conversion of 503 restricted stock units (RSUs) into an equal number of Class A common shares on 07/10/2025 (transaction code M). No cash was paid for the shares (exercise price $0). Following the vesting, Giles’ direct holdings increased to 1,966 Class A shares, while his RSU balance was reduced to zero for this grant. The filing indicates a routine equity-compensation vesting event; there were no open-market purchases or sales and no change to derivative positions other than the settled RSUs.

Live Nation Entertainment (LYV) Form 4 filing: EVP John Hopmans reported an administrative share withholding on 07/11/2025 related to the vesting of restricted stock.

• Transaction code F: 6,071 common shares were withheld by the company at $143.94 per share to satisfy tax obligations. No open-market sale or purchase occurred.
• Post-transaction holding: Hopmans now directly owns 183,385 LYV shares.
• Context: Code F transactions are routine and generally neutral to investor sentiment because they do not reflect discretionary buying or selling decisions by the insider.

The filing indicates continued significant insider ownership with only a modest reduction stemming from tax withholding rather than market activity.

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Variable Income Memory Auto-Callable Notes due 1 Aug 2030 (Series A GMTN) linked to the worst-performing of five U.S. equities: Palantir (PLTR), lululemon (LULU), Affirm (AFRM), Tesla (TSLA) and Marvell (MRVL). Each note has a $1,000 stated principal amount, will be sold at par and will not be listed on any exchange.

Coupon mechanics. Investors receive a variable monthly coupon determined on each observation date:

• Higher coupon: 8.00% p.a. (plus any memory coupons) if every underlier closes ≥ its 80 % coupon-barrier level.
• Lower coupon: 0.25% p.a. when any underlier is below its barrier.
• Missed higher coupons accrue at 7.75% p.a. and are paid once all underliers are back above their barriers.

Automatic early redemption. Beginning 29 Jul 2026 and monthly thereafter, the notes will be called at par plus the higher coupon (and any unpaid conditional coupons) if every underlier closes ≥ 100 % of its initial level on a redemption-determination date. Otherwise they remain outstanding.

Maturity payment. If not previously called, holders receive the full $1,000 principal on 1 Aug 2030, plus the applicable coupon for the final period. There is no participation in upside appreciation of the stocks.

Key economic terms. • Strike/Pricing Date: 29 Jul 2025 • Estimated value on pricing date: ≈ $948.60 (± $55) – reflects structuring & hedging costs and MS’s internal funding rate • CUSIP 61778NMK4 • Minimum denomination: $1,000.

Principal risks.

• Worst-of structure: one weak underlier can trigger the lower coupon for all investors.
• Early-call risk: reinvestment risk if the notes are redeemed in a lower-rate environment.
• Credit risk: all payments depend on Morgan Stanley; MSFL has no independent assets.
• Liquidity risk: no exchange listing; secondary market, if any, will likely trade below par and below estimated value, especially during the six-month amortisation period.
• Valuation gap: original issue price exceeds estimated fair value by ~5 %, creating an immediate mark-to-market drag.
• Tax: expected CPDI treatment requires accrual of taxable interest regardless of cash received; potential §871(m) considerations for non-U.S. holders.

The product targets yield-focused investors who are comfortable assuming Morgan Stanley credit exposure, worst-of equity risk and potential illiquidity in exchange for a headline 8 % coupon that may not be consistently earned.

Insider filing overview: On 07/10/2025, Constellation Brands, Inc. (STZ) Director Jennifer Daniels filed a Form 4 reporting the conversion of 503 restricted stock units (RSUs) into an equal number of Class A common shares (transaction code “M”). The RSUs fully vested on the same date; no cash changed hands, as indicated by the stated $0 exercise price.

After settlement, Daniels’ direct ownership rose to 3,391 Class A shares. Table II shows that all 503 RSUs were exercised, leaving no remaining derivative securities for this award. No shares were sold or otherwise disposed of, and the filing does not reference a Rule 10b5-1 trading plan.

This appears to be a routine vesting event tied to prior equity compensation and does not signal any change in company fundamentals or insider sentiment. Given Constellation Brands’ large public float, the incremental 503-share increase is immaterial to overall ownership dynamics.