Constellation EVP settles RSUs, withholds shares for tax

CONSTELLATION BRANDS, INC. executive Michael McGrew reported routine equity award activity involving Class A Common Stock.

Rhea-AI Filing Summary

CONSTELLATION BRANDS, INC. executive Michael McGrew reported routine equity award activity involving Class A Common Stock. On May 1, 2026, he exercised or converted derivative awards into 2,127 shares of Class A stock as restricted stock units and performance share units vested.

To cover tax obligations on these vestings, 527 shares of Class A stock were disposed of at $152.82 per share through a tax-withholding mechanism, not an open-market sale. After these transactions, McGrew directly owned 4,307 Class A shares. No open-market purchases or sales were reported.

Insider Trade Summary

2,127 shares exercised/converted

Exercise 8 txns

Insider McGrew Michael

Role EVP, Chief Com, CSR, Incl Off

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	757	$0.00	$0.00
Exercise	Restricted Stock Units	250	$0.00	$0.00
Exercise	Restricted Stock Units	453	$0.00	$0.00
Exercise	Restricted Stock Units	199	$0.00	$0.00
Exercise	Restricted Stock Units	468	$0.00	$0.00
Exercise	Class A Common Stock	757	$0.00	$0.00
Exercise	Class A Common Stock	1,370	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	527	$152.82	$81K

Holdings After Transaction: Performance Share Units — 0 contracts (Direct); Restricted Stock Units — 1,134 contracts (Direct); Class A Common Stock — 4,307 shares (Direct)

Footnotes (6)

1. F1. Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
2. F2. Includes shares of Constellation Brands, Inc. Class A Common Stock acquired in July 2025 and January 2026 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan.
3. F3. Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
4. F4. 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. F5. The restricted stock units vest in four equal annual installments beginning on the first 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. F6. 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: 527 shares Tax-withholding price: $152.82 per share Shares from derivative exercises: 2,127 shares +3 more

6 metrics

Tax-withholding shares 527 shares Class A Common Stock disposed of for tax withholding at $152.82 per share

Tax-withholding price $152.82 per share Price applied to 527 Class A shares withheld for taxes

Shares from derivative exercises 2,127 shares Class A Common Stock received from RSU and performance share unit conversions

Post-transaction holdings 4,307 shares Class A Common Stock directly owned after all reported transactions

Performance share units converted 757 units Performance share units converting into Class A Common Stock on May 1, 2026

RSU tranches converted 1,370; 468; 199; 453; 250 units Multiple restricted stock unit tranches converting into Class A Common Stock

Key Terms

Restricted Stock Units, Performance Share Units, tax-withholding disposition, Employee Stock Purchase Plan

4 terms

Restricted Stock Units financial

"The restricted stock units vest in four equal annual installments beginning on the first date specified."

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

"The performance share units disposed of in the reported transaction vested on May 1, 2026."

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

"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.

Employee Stock Purchase Plan financial

"Includes shares ... acquired in July 2025 and January 2026 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

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

What did STZ executive Michael McGrew report in this Form 4 filing?

Michael McGrew reported vesting and settlement of equity awards, converting 2,127 derivative units into Class A Common Stock. These transactions reflect routine compensation-related activity, not open-market trading, and relate to restricted stock units and performance share units that vested on May 1, 2026.

Did Michael McGrew buy or sell CONSTELLATION BRANDS (STZ) shares on the open market?

The filing shows no open-market buys or sells. Instead, 527 shares were withheld at $152.82 per share to satisfy tax obligations on vested awards, while 2,127 shares were delivered from restricted stock units and performance share units converting into Class A stock.

How many CONSTELLATION BRANDS (STZ) shares does McGrew own after these transactions?

Following the reported equity award vesting and tax withholding, Michael McGrew directly owns 4,307 shares of Constellation Brands Class A Common Stock. This post-transaction figure reflects the net shares remaining after delivering stock for tax-withholding on the vested restricted stock and performance share units.

What is the role of restricted stock units in this STZ Form 4 filing?

Restricted stock units in this filing represent awards that convert into Class A Common Stock upon vesting. Multiple RSU tranches vested on May 1, 2026, delivering shares to McGrew while some were withheld to cover taxes, consistent with the company’s equity compensation practices described in the footnotes.

What are performance share units in CONSTELLATION BRANDS (STZ) compensation?

Performance share units are equity awards that convert into Class A Common Stock based on performance and vesting conditions. In this filing, 757 performance share units vested on May 1, 2026, with resulting shares delivered net of stock withheld to satisfy associated tax liabilities.

How many shares were used for tax withholding in the STZ Form 4?

The Form 4 shows a tax-withholding disposition of 527 shares of Class A Common Stock at $152.82 per share. These shares were withheld by the issuer to pay taxes due on the vesting and settlement of restricted stock units and performance share units granted to Michael McGrew.

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

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Accepted by SEC EDGAR 05/05/2026 - 04:38 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^*

McGrew Michael

(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, Chief Com, CSR, Incl Off

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		757	A	$0(1)	3,464(2)	D
Class A Common Stock	05/01/2026		M		1,370	A	$0(3)	4,834	D
Class A Common Stock	05/01/2026		F		527	D	$152.82	4,307	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			757	(4)	(4)	Class A Common Stock	757	$0	0	D
Restricted Stock Units	(3)	05/01/2026		M			250	05/01/2023(5)	(5)	Class A Common Stock	250	$0	0	D
Restricted Stock Units	(3)	05/01/2026		M			453	05/01/2024(6)	(6)	Class A Common Stock	453	$0	0	D
Restricted Stock Units	(3)	05/01/2026		M			199	05/01/2025(6)	(6)	Class A Common Stock	199	$0	199	D
Restricted Stock Units	(3)	05/01/2026		M			468	05/01/2026(6)	(6)	Class A Common Stock	468	$0	935	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. Includes shares of Constellation Brands, Inc. Class A Common Stock acquired in July 2025 and January 2026 under the Constellation Brands, Inc. 1989 Employee Stock Purchase Plan.

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

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 first 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)