Constellation EVP exercises awards, withholds shares

CONSTELLATION BRANDS, INC. executive James O. Bourdeau reported routine equity compensation activity involving Class A Common Stock.

Rhea-AI Filing Summary

CONSTELLATION BRANDS, INC. executive James O. Bourdeau reported routine equity compensation activity involving Class A Common Stock. On May 1, 2026, he exercised restricted stock units and performance share units that together converted into 5,973 shares of Class A Common Stock. To cover tax obligations, 2,108 shares were withheld at a price of $152.82 per share, described as a tax-withholding disposition rather than an open-market sale. After these transactions, Bourdeau directly owned 13,516 shares of Class A Common Stock, reflecting net shares delivered from vested awards.

Insider Trade Summary

5,973 shares exercised/converted

Exercise 8 txns

Insider Bourdeau James O.

Role EVP and Senior Advisor

Type	Security	Shares	Price	Value
Exercise	Performance Share Units	1,899	$0.00	$0.00
Exercise	Restricted Stock Units	628	$0.00	$0.00
Exercise	Restricted Stock Units	1,139	$0.00	$0.00
Exercise	Restricted Stock Units	688	$0.00	$0.00
Exercise	Restricted Stock Units	1,619	$0.00	$0.00
Exercise	Class A Common Stock	1,899	$0.00	$0.00
Exercise	Class A Common Stock	4,074	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	2,108	$152.82	$322K

Holdings After Transaction: Performance Share Units — 0 contracts (Direct); Restricted Stock Units — 3,925 contracts (Direct); Class A Common Stock — 13,516 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 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-withheld shares: 2,108 shares Tax-withholding price: $152.82/share Units exercised: 5,973 shares +3 more

6 metrics

Tax-withheld shares 2,108 shares Shares withheld for taxes at $152.82 per share on Class A Common Stock

Tax-withholding price $152.82/share Price used for 2,108-share tax-withholding disposition

Units exercised 5,973 shares Total shares from derivative exercises (restricted and performance units)

Shares owned after 13,516 shares Direct Class A Common Stock holdings following transactions

Exercise transactions 5 exercises Number of derivative exercises reported in transaction summary

Tax-withholding transactions 1 transaction Tax-withholding disposition counted in transaction summary

Key Terms

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

5 terms

Restricted Stock Units financial

"The restricted stock units vest in four equal annual installments beginning on the 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

"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.

derivative security financial

"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.

contingent right financial

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

FAQ

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

What did STZ executive James O. Bourdeau report in this Form 4?

James O. Bourdeau reported routine equity compensation activity. He exercised restricted stock units and performance share units into 5,973 shares of Class A Common Stock and had shares withheld to cover related tax obligations, with no open-market purchases or sales disclosed.

How many Constellation Brands (STZ) shares were withheld for taxes?

The filing shows 2,108 shares of Class A Common Stock were withheld at $152.82 per share. This is labeled as a tax-withholding disposition, meaning shares were used to satisfy tax liabilities on vested equity rather than sold in the open market.

How many STZ shares does James O. Bourdeau hold after these transactions?

After the reported transactions, James O. Bourdeau directly owned 13,516 shares of Constellation Brands Class A Common Stock. This balance reflects net shares delivered from vested restricted stock units and performance share units after share withholding for tax obligations.

Were Constellation Brands (STZ) performance share units involved in this filing?

Yes. The filing notes performance share units, each representing a contingent right to receive one Class A share. On May 1, 2026, vested performance share units converted into Class A Common Stock, with resulting shares delivered net of those withheld to satisfy tax obligations.

What are restricted stock units in the Constellation Brands (STZ) Form 4?

Restricted stock units are equity awards where each unit represents a contingent right to one Class A share. The filing explains these units vest in annual installments, and vested shares are delivered to the reporting person net of shares withheld to cover associated tax liabilities.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/05/2026 - 04:44 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^*

Bourdeau James O.

(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 and Senior Advisor

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		1,899	A	$0(1)	11,550(2)	D
Class A Common Stock	05/01/2026		M		4,074	A	$0(3)	15,624	D
Class A Common Stock	05/01/2026		F		2,108	D	$152.82	13,516	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			1,899	(4)	(4)	Class A Common Stock	1,899	$0	0	D
Restricted Stock Units	(3)	05/01/2026		M			628	05/01/2023(5)	(5)	Class A Common Stock	628	$0	0	D
Restricted Stock Units	(3)	05/01/2026		M			1,139	05/01/2024(6)	(6)	Class A Common Stock	1,139	$0	0	D
Restricted Stock Units	(3)	05/01/2026		M			688	05/01/2025(6)	(6)	Class A Common Stock	688	$0	688	D
Restricted Stock Units	(3)	05/01/2026		M			1,619	05/01/2026(6)	(6)	Class A Common Stock	1,619	$0	3,237	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 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)