Constellation Brands (NYSE: STZ) exec exercises RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Constellation Brands EVP & President, Beer, James A. Sabia Jr. reported compensation-related equity activity involving Class A Common Stock. On May 1, 2026, he exercised several awards of restricted stock units and performance share units, each convertible into one share of Class A stock.

In connection with these vestings and conversions, 1,508 shares were disposed of at $152.82 per share as a tax-withholding disposition, meaning shares were withheld to satisfy tax obligations rather than sold in an open‑market trade. Following these transactions, he held 21,767 Class A shares directly and 3,242 Class A shares indirectly through the James A., Jr. and Brooke M. Sabia Trust.

Insider Trade Summary

5,488 shares exercised/converted

Mixed 9 txns

Insider Sabia James A. Jr.

Role EVP & Pres. Beer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	1,375	$0.00	--
Exercise	Restricted Stock Units	405	$0.00	--
Exercise	Restricted Stock Units	824	$0.00	--
Exercise	Restricted Stock Units	860	$0.00	--
Exercise	Restricted Stock Units	2,024	$0.00	--
Exercise	Class A Common Stock	1,375	$0.00	--
Exercise	Class A Common Stock	4,113	$0.00	--
Tax Withholding	Class A Common Stock	1,508	$152.82	$230K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 0 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Class A Common Stock — 19,162 shares (Direct, null); Class A Common Stock — 3,242 shares (Indirect, by Family Trust)

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. Held by the James A., Jr. and Brooke M. Sabia Trust, of which the reporting person and his spouse are trustees and beneficiaries. 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.

Key Figures

Tax-withholding shares: 1,508 shares Tax-withholding price: $152.82 per share Direct Class A holdings: 21,767 shares +4 more

7 metrics

Tax-withholding shares 1,508 shares Class A Common Stock withheld at $152.82 for taxes

Tax-withholding price $152.82 per share Price for 1,508 shares used to satisfy tax liability

Direct Class A holdings 21,767 shares Direct ownership after reported transactions

Indirect trust holdings 3,242 shares Held via James A., Jr. and Brooke M. Sabia Trust

Exercised derivative shares 5,488 shares Total shares from derivative exercises (M-code transactions)

RSU conversion example 2,024 units Restricted stock units converting into Class A stock on May 1, 2026

Performance share units converted 1,375 units Performance share units exercised into Class A Common Stock

Key Terms

Restricted Stock Units, Performance Share Units, tax-withholding disposition, Family Trust

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock."

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 of Constellation Brands, Inc. Class A Common Stock."

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.

Family Trust financial

"Held by the James A., Jr. and Brooke M. Sabia Trust, of which the reporting person and his spouse are trustees and beneficiaries."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Sabia James A. Jr.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Pres. Beer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/01/2026		M		1,375	A	$0(1)	19,162	D
Class A Common Stock	05/01/2026		M		4,113	A	$0(2)	23,275	D
Class A Common Stock	05/01/2026		F		1,508	D	$152.82	21,767	D
Class A Common Stock								3,242	I	by Family Trust(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(1)	05/01/2026		M			1,375	(4)	(4)	Class A Common Stock	1,375	$0	0	D
Restricted Stock Units	(2)	05/01/2026		M			405	05/01/2023(5)	(5)	Class A Common Stock	405	$0	0	D
Restricted Stock Units	(2)	05/01/2026		M			824	05/01/2024(6)	(6)	Class A Common Stock	824	$0	0	D
Restricted Stock Units	(2)	05/01/2026		M			860	05/01/2025(6)	(6)	Class A Common Stock	860	$0	860	D
Restricted Stock Units	(2)	05/01/2026		M			2,024	05/01/2026(6)	(6)	Class A Common Stock	2,024	$0	4,046	D

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. Held by the James A., Jr. and Brooke M. Sabia Trust, of which the reporting person and his spouse are trustees and beneficiaries.

4. 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.

5. 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.

6. 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-fact	05/05/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Constellation Brands (STZ) executive James A. Sabia Jr. report on this Form 4?

James A. Sabia Jr. reported vesting and conversion of restricted stock units and performance share units into Class A Common Stock. The filing shows routine compensation-related equity activity rather than open-market buying or selling, including a tax-withholding share disposition tied to these vestings.

How many Constellation Brands shares were withheld for taxes in this Form 4?

The filing shows a tax-withholding disposition of 1,508 shares of Constellation Brands Class A Common Stock at $152.82 per share. These shares were used to satisfy tax obligations related to vested equity awards, not sold as an open-market transaction.

How many Constellation Brands shares does James A. Sabia Jr. hold after these transactions?

After the reported transactions, James A. Sabia Jr. directly holds 21,767 shares of Constellation Brands Class A Common Stock. He also indirectly holds 3,242 shares through the James A., Jr. and Brooke M. Sabia Trust, where he and his spouse serve as trustees and beneficiaries.

What types of equity awards vested for Constellation Brands executive Sabia in this filing?

The filing shows vesting and conversion of restricted stock units and performance share units, each representing a contingent right to receive one share of Class A Common Stock. Footnotes explain that these units vest in scheduled annual installments and deliver shares net of tax-withholding.

Does this Constellation Brands Form 4 show open-market buying or selling by the executive?

No open-market purchases or sales are reported. The activity consists of equity award vesting and exercises coded as “M” and a tax-withholding disposition coded “F.” The F transaction reflects shares withheld for taxes, not a discretionary sale into the market.