Constellation EVP settles equity awards, 921 shares withheld

CONSTELLATION BRANDS, INC. executive Samuel J. Glaetzer, EVP & Pres.

Rhea-AI Filing Summary

CONSTELLATION BRANDS, INC. executive Samuel J. Glaetzer, EVP & Pres. Wine and Spirits, reported equity compensation activity involving Class A Common Stock on May 1, 2026. He exercised or converted derivative awards into 2,812 shares of Class A Common Stock and performance share units.

To cover tax obligations, 921 shares of Class A Common Stock were disposed of at $152.82 per share through a tax-withholding mechanism, not an open‑market sale. Following these transactions, he held 4,506 Class A Common shares directly. All visible derivative awards in this filing were fully settled into shares.

Insider Trade Summary

2,812 shares exercised/converted

Exercise 8 txns

Insider Glaetzer Samuel J

Role EVP & Pres. Wine and Spirits

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	192	$0.00	$0.00
Exercise	Restricted Stock Units	347	$0.00	$0.00
Exercise	Restricted Stock Units	318	$0.00	$0.00
Exercise	Restricted Stock Units	583	$0.00	$0.00
Exercise	Restricted Stock Units	1,372	$0.00	$0.00
Exercise	Class A Common Stock	192	$0.00	$0.00
Exercise	Class A Common Stock	2,620	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	921	$152.82	$141K

Holdings After Transaction: Performance Share Units — 0 contracts (Direct); Restricted Stock Units — 3,325 contracts (Direct); Class A Common Stock — 4,506 shares (Direct)

Footnotes (5)

1. F1. Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
2. F2. Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
3. F3. 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. F4. 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. F5. 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

Shares acquired via exercises: 2,812 shares Tax-withholding shares: 921 shares Tax-withholding price: $152.82 per share +3 more

6 metrics

Shares acquired via exercises 2,812 shares Class A Common Stock from derivative exercises/conversions on May 1, 2026

Tax-withholding shares 921 shares Class A Common Stock disposed in tax-withholding at $152.82 per share

Tax-withholding price $152.82 per share Value used for 921-share tax-withholding disposition on May 1, 2026

Post-transaction holdings 4,506 shares Class A Common Stock directly owned after reported transactions

Derivative exercises count 5 transactions Exercise or conversion of derivative securities on May 1, 2026

Derivative shares exercised 2,812 shares ExerciseShares in transaction summary for M-code transactions

Key Terms

Restricted Stock Units, Performance Share Units, tax-withholding disposition, derivative security, +1 more

5 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

"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."

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 security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did STZ executive Samuel J. Glaetzer report in this Form 4 filing?

Samuel J. Glaetzer reported routine equity compensation activity. He exercised or converted awards into Class A Common Stock and had some shares withheld to satisfy tax obligations, reflecting standard vesting and settlement of restricted and performance share units.

How many Constellation Brands (STZ) shares did Glaetzer acquire through exercises?

He acquired or received a total of 2,812 shares of Class A Common Stock through exercises or conversions on May 1, 2026. These came from restricted stock units and performance share units settling into shares as they vested under previously granted equity awards.

Were any Constellation Brands (STZ) shares sold on the open market in this Form 4?

No open‑market sale was reported. The filing shows a tax-withholding disposition of 921 shares at $152.82 per share, meaning shares were withheld by the issuer to cover tax liabilities tied to vested equity awards.

How many Constellation Brands (STZ) shares does Glaetzer hold after these transactions?

After the reported equity compensation events, Samuel J. Glaetzer directly holds 4,506 shares of Constellation Brands Class A Common Stock. This figure reflects his position immediately following the tax-withholding disposition and settlement of the vested stock and performance units.

What types of equity awards were involved in Glaetzer’s STZ Form 4 filing?

The filing involves Restricted Stock Units and Performance Share Units. Each unit represents a contingent right to receive one share of Class A Common Stock, which vest over time and are delivered net of shares withheld to satisfy applicable tax obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 04:50 PM EDT Learn about SEC filing dates

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^*

Glaetzer Samuel J

(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. Wine and Spirits

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		192	A	$0(1)	2,807	D
Class A Common Stock	05/01/2026		M		2,620	A	$0(2)	5,427	D
Class A Common Stock	05/01/2026		F		921	D	$152.82	4,506	D

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			192	(3)	(3)	Class A Common Stock	192	$0	0	D
Restricted Stock Units	(2)	05/01/2026		M			347	05/01/2023(4)	(4)	Class A Common Stock	347	$0	0	D
Restricted Stock Units	(2)	05/01/2026		M			318	05/01/2024(5)	(5)	Class A Common Stock	318	$0	0	D
Restricted Stock Units	(2)	05/01/2026		M			583	05/01/2025(5)	(5)	Class A Common Stock	583	$0	583	D
Restricted Stock Units	(2)	05/01/2026		M			1,372	05/01/2026(5)	(5)	Class A Common Stock	1,372	$0	2,742	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. 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-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)