Constellation Brands Insider Robert Sands Converts RSUs into 503 Shares

Rhea-AI Filing Summary

Constellation Brands, Inc. (STZ) – Form 4 filed 07/14/2025

Director and 10% owner Robert S. Sands reported the conversion of 503 restricted stock units (RSUs) into an equal number of Class A common shares on 07/10/2025 (transaction code M, exercise price $0). Following the vesting, he now holds 9,103 shares directly.

Sands also maintains substantial indirect ownership of 7,406,005 Class A shares through a series of family trusts and limited partnerships: RSS Master LLC, PKSDT 2016 STZ LLC, RSS 2015 Business Holdings LP, RSS Business Holdings LP, SSR Business Holdings LP, and shares held by his spouse. No shares were disposed of, and the RSU position was reduced to zero after settlement.

The filing is limited to insider ownership changes and does not disclose any operational or financial performance information for Constellation Brands. Given the small transaction size relative to Sands’ aggregate holdings and STZ’s share count, the market impact is expected to be minimal.

Positive

• Incremental increase in direct insider ownership by 503 Class A shares without any dispositions.
• Timely and complete Section 16 disclosure maintains transparency for investors.

Negative

• Transaction size is immaterial relative to total shares outstanding and Sands’ existing 7.4 million-share position, limiting informational value.

Insights

Securities Analyst

TL;DR: Small RSU vesting; ownership unchanged materially; neutral market impact.

The transaction adds 503 shares to Robert S. Sands’ direct stake, raising it to 9,103 shares. However, he already controls more than 7.4 million shares indirectly, so the incremental change is negligible from a float perspective. No shares were sold, signaling no negative sentiment, but the size is far too small to imply increased conviction. Overall, the event is routine, carries no valuation implications, and should not affect liquidity or governance dynamics.

Corporate Governance Expert

TL;DR: Routine Form 4; confirms complex but disclosed ownership structure.

The filing reinforces the transparency of Sands’ layered trust and partnership arrangements, which collectively hold over 7 million shares. The continued use of family entities suggests long-term estate planning rather than strategic share movement. Because Sands remains a 10% owner and director, the additional 503 shares do not alter his influence on board decisions. Compliance with Section 16 reporting deadlines appears timely, reducing regulatory risk.

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
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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^*

SANDS ROBERT

(Last) (First) (Middle)

C/O CONSTELLATION BRANDS, INC.

50 EAST BROAD STREET

(Street)

ROCHESTER NY 14614

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/10/2025		M		503	A	$0(1)	9,103	D
Class A Common Stock								431,729	I	By RSS Master LLC(2)
Class A Common Stock								19,329	I	By PKSDT 2016 STZ LLC(3)
Class A Common Stock								912,492	I	By RSS 2015 Business Holdings LP(4)
Class A Common Stock								3,876,548	I	By RSS Business Holdings LP(5)
Class A Common Stock								2,164,138	I	By SSR Business Holdings LP(6)
Class A Common Stock								1,769	I	By Spouse(7)

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
Restricted Stock Units	(1)	07/10/2025		M			503	07/10/2025(8)	(8)	Class A Common Stock	503	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

2. RSS Master LLC ("RSS Master") directly owns the reported securities. RSS Master is a limited liability company that is wholly-owned by the Robert S. Sands Master Trust. The reporting person is the sole trustee and sole beneficiary of the Robert S. Sands Master Trust.

3. PKSDT 2016 STZ LLC ("PKSDT") directly owns the reported securities and is a wholly-owned subsidiary of the Pamela K. Sands 2016 Descendants' Trust (the "Trust"). These shares are held for the benefit of the reporting person's stepchildren. The reporting person's spouse is the trustee of the Trust. The reporting person disclaims beneficial ownership with respect to securities held in this manner, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

4. The reported securities are owned directly by RSS 2015 Business Holdings LP ("RSS 2015 Holdings"). RSS 2015 Business Management LLC ("RSS 2015 Management") is the co-general partner of, and owns a 0.02458% interest in, RSS 2015 Holdings. The reporting person indirectly controls RSS 2015 Management.

5. The reported securities are owned directly by RSS Business Holdings LP ("RSS Holdings"). RSS Business Management LLC ("RSS Management") is the co-general partner of, and owns a 0.009% interest in, RSS Holdings. The reporting person indirectly controls RSS Management.

6. The reported securities are owned directly by SSR Business Holdings LP ("SSR Holdings"). SSR Business Management LLC ("SSR Management") is the co-general partner of, and owns a 0.016% interest in, SSR Holdings. The reporting person indirectly controls SSR Management.

7. The reporting person disclaims beneficial ownership with respect to securities held in this manner, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

8. All of these restricted stock units vest on the date specified. Vested shares will be delivered to the reporting person as of the vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Matthew Stoloff, Attorney-in-fact	07/14/2025
	** 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.

FAQ

How many Constellation Brands (STZ) shares did Robert Sands acquire?

He acquired 503 Class A shares through the vesting of restricted stock units.

What is Robert Sands’ total direct ownership in STZ after the transaction?

His direct holdings total 9,103 Class A shares.

How many STZ shares does Robert Sands control indirectly?

Through various trusts and partnerships, he controls 7,406,005 Class A shares indirectly.

Was any STZ stock sold in this Form 4?

No, the filing shows only an acquisition of shares; no dispositions were reported.

What was the transaction code in the Form 4?

The filing lists transaction code M, indicating the conversion of derivative securities (RSUs) into common shares.

Does the Form 4 include Constellation Brands’ earnings information?

No, the document solely reports insider trading activity and does not contain financial performance data.