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Constellation (NYSE: STZ) CFO settles 7,530 units, 3,043 shares for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CONSTELLATION BRANDS, INC. EVP & CFO Garth Hankinson reported routine equity compensation activity involving Class A Common Stock. He exercised derivative awards covering 7,530 shares of Class A stock through the conversion of restricted stock units and performance share units, consistent with their vesting terms. To cover related tax obligations, 3,043 shares of Class A Common Stock were disposed of at $152.82 per share as a tax-withholding transaction, rather than an open-market sale. The filing reflects compensation-related vesting and settlement, not discretionary open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Hankinson Garth
Role EVP & CFO
Type Security Shares Price Value
Exercise Performance Share Units 2,281 $0.00 --
Exercise Restricted Stock Units 754 $0.00 --
Exercise Restricted Stock Units 1,368 $0.00 --
Exercise Restricted Stock Units 879 $0.00 --
Exercise Restricted Stock Units 2,248 $0.00 --
Exercise Class A Common Stock 2,281 $0.00 --
Exercise Class A Common Stock 5,249 $0.00 --
Tax Withholding Class A Common Stock 3,043 $152.82 $465K
Holdings After Transaction: Performance Share Units — 0 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Class A Common Stock — 16,080 shares (Direct, null)
Footnotes (1)
  1. Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock. Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock. The performance share units disposed of in the reported transaction vested on May 1, 2026. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes. The restricted stock units vest in four equal annual installments beginning on the date specified. The restricted stock units disposed of in the reported transaction vested on May 1, 2026. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes. The restricted stock units vest in three equal annual installments beginning on the date specified. The restricted stock units disposed of in the reported transaction vested on May 1, 2026. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.
Shares exercised 7,530 shares Derivative exercises (RSUs and PSUs) reported for Class A Common Stock
Tax-withheld shares 3,043 shares Shares disposed of to satisfy tax obligations on vesting
Tax-withholding price $152.82 per share Price used for 3,043-share tax-withholding disposition of Class A stock
Exercise transactions 5 derivative exercises Count of derivative exercises (M-code) in the transaction summary
Tax-withholding transactions 1 transaction Single F-code tax-withholding disposition reported
Restricted Stock Units financial
"The restricted stock units vest in four equal annual installments"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Share Units financial
"Each performance share unit represents a contingent right to receive one share"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"Exercise or conversion of derivative security"
Class A Common Stock financial
"Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hankinson Garth
(Last)(First)(Middle)
C/O CONSTELLATION BRANDS, INC.
50 EAST BROAD STREET
(Street)
ROCHESTER NEW YORK 14614
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026M2,281A$0(1)16,080D
Class A Common Stock05/01/2026M5,249A$0(2)21,329D
Class A Common Stock05/01/2026F3,043D$152.8218,286D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units(1)05/01/2026M2,281 (3) (3)Class A Common Stock2,281$00D
Restricted Stock Units(2)05/01/2026M75405/01/2023(4) (4)Class A Common Stock754$00D
Restricted Stock Units(2)05/01/2026M1,36805/01/2024(5) (5)Class A Common Stock1,368$00D
Restricted Stock Units(2)05/01/2026M87905/01/2025(5) (5)Class A Common Stock879$0879D
Restricted Stock Units(2)05/01/2026M2,24805/01/2026(5) (5)Class A Common Stock2,248$04,496D
Explanation of Responses:
1. Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
2. Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
3. The performance share units disposed of in the reported transaction vested on May 1, 2026. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.
4. The restricted stock units vest in four equal annual installments beginning on the date specified. The restricted stock units disposed of in the reported transaction vested on May 1, 2026. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.
5. The restricted stock units vest in three equal annual installments beginning on the date specified. The restricted stock units disposed of in the reported transaction vested on May 1, 2026. Vested shares are delivered to the reporting person net of shares withheld to satisfy taxes.
Remarks:
/s/ Matthew Stoloff, Attorney-in-fact05/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Constellation Brands (STZ) CFO Garth Hankinson report in this Form 4?

Constellation Brands EVP & CFO Garth Hankinson reported equity compensation activity, exercising awards for 7,530 Class A shares and disposing of 3,043 shares to satisfy tax obligations at $152.82 per share, rather than executing an open-market trade.

How many Constellation Brands (STZ) shares were exercised by the CFO?

The filing shows derivative exercises covering 7,530 shares of Constellation Brands Class A Common Stock. These came from vested restricted stock units and performance share units, each unit representing a contingent right to receive one Class A share upon vesting.

Were any Constellation Brands (STZ) shares sold on the open market by the CFO?

No open-market sale is indicated. The filing reports a tax-withholding disposition of 3,043 shares at $152.82 per share, used to satisfy tax liabilities tied to equity award vesting, rather than a discretionary market sale decision.

What types of equity awards were involved for Constellation Brands (STZ) CFO?

The transactions involve Restricted Stock Units and Performance Share Units. Each unit represents a contingent right to receive one share of Constellation Brands Class A Common Stock once the relevant vesting or performance conditions have been satisfied.

Is this Constellation Brands (STZ) Form 4 filing a routine compensation event?

Yes. The activity reflects vesting and conversion of restricted stock units and performance share units, plus a tax-withholding disposition. Such transactions are typically part of ongoing executive compensation programs rather than strategic buying or selling of shares.