SEC Form 4 · accession 0001245564-26-000002
CONSTELLATION BRANDS, INC. · STZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Sands
Director · 10% Owner
Period of report
Jul 10, 2026
Accepted (ET)
Jul 14, 2026 · 4:44 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000016918
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jul 10, 2026 | M | 1,114 | $0.00 | A | 9,714 | D | |
| Class A Common StockF2,F3 | holding | — | — | — | 432,232 | I | By RSS Master LLC | |
| Class A Common StockF4 | holding | — | — | — | 19,329 | I | By PKSDT 2016 STZ LLC | |
| Class A Common StockF5 | holding | — | — | — | 912,492 | I | By RSS 2015 Business Holdings LP | |
| Class A Common StockF6 | holding | — | — | — | 3,876,548 | I | By RSS Business Holdings LP | |
| Class A Common StockF7 | holding | — | — | — | 2,164,138 | I | By SSR Business Holdings LP | |
| Class A Common StockF8 | holding | — | — | — | 1,769 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F9 | — | Jul 10, 2026 | M | 1,114 | D | Jul 10, 2026 | — | Class A Common Stock | 1,114 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- F2503 shares of Class A Common Stock were previously reported as held directly by the reporting person. The reporting person has transferred the securities to RSS Master LLC ("RSS Master"), which is the direct owner of these securities.
- F3RSS 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.
- F4PKSDT 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.
- F5The 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 0.02460% interest in, RSS 2015 Holdings. The reporting person indirectly controls RSS 2015 Management.
- F6The 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 0.010% interest in, RSS Holdings. The reporting person indirectly controls RSS Management.
- F7The 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.
- F8The 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.
- F9All 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