SANDS ROBERT 4
4 · CONSTELLATION BRANDS, INC. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Constellation Brands (STZ) Robert S. Sands Converts 1,114 RSUs
What Happened
- Robert S. Sands (reported as a 10% owner) recorded an exercise/conversion of derivatives (code M) on July 10, 2026. A total of 1,114 restricted stock units (RSUs) vested and converted into 1,114 shares of Class A Common Stock at a $0.00 exercise price (no cash paid). The filing also shows a corresponding disposition of the derivative interest for 1,114 shares at $0.00, reflecting that the resulting shares were transferred to an affiliated entity.
Key Details
- Transaction date: 2026-07-10; Filing date: 2026-07-14 (timely).
- Transaction type/code: M — exercise/conversion of derivative (RSU vesting).
- Shares involved: 1,114 RSUs converted to 1,114 Class A shares; reported with $0.00 price (no cash consideration).
- Shares owned after transaction: the filing indicates the shares are directly owned by RSS Master LLC (see footnotes); the filing does not list a simple post-transaction total for Sands personally.
- Notable footnotes: F1 (each RSU converts to one share); F2–F3 (these shares are held directly by RSS Master LLC, which is wholly owned by the Robert S. Sands Master Trust; Sands is sole trustee/beneficiary); F9 (RSUs vested and vested shares are to be delivered on the vesting date); F4 and F8 note certain holdings are held in other trusts for stepchildren and are disclaimed by Sands.
- No sale for cash was reported; the transaction appears to be vesting/conversion and internal transfer, not an open-market trade.
Context
- This was a routine RSU vesting/conversion rather than a market purchase or sale. Because the shares were converted at $0 and transferred to an affiliated entity (RSS Master LLC / related trust), it reflects internal ownership structuring rather than a directional trade by the insider.
- As a 10% owner with multiple related entities and trusts involved (per footnotes), these transactions often reflect estate/trust management and do not necessarily signal trading intent.
Insider Transaction Report
Form 4
SANDS ROBERT
Director10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-07-10+1,114→ 9,714 total - Exercise/Conversion
Restricted Stock Units
[F1][F9]2026-07-10−1,114→ 0 totalFrom: 2026-07-10→ Class A Common Stock (1,114 underlying)
Holdings
- 432,232(indirect: By LLC)
Class A Common Stock
[F2][F3] - 19,329(indirect: By LLC)
Class A Common Stock
[F4] - 912,492(indirect: By RSS 2015 Business Holdings LP)
Class A Common Stock
[F5] - 3,876,548(indirect: By RSS Business Holdings LP)
Class A Common Stock
[F6] - 2,164,138(indirect: By SSR Business Holdings LP)
Class A Common Stock
[F7] - 1,769(indirect: By Spouse)
Class A Common Stock
[F8]
Footnotes (9)
- [F1]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- [F2]503 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.
- [F3]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.
- [F4]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.
- [F5]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 0.02460% interest in, RSS 2015 Holdings. The reporting person indirectly controls RSS 2015 Management.
- [F6]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 0.010% interest in, RSS Holdings. The reporting person indirectly controls RSS Management.
- [F7]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.
- [F8]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.
- [F9]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.
Signature
/s/ Matthew Stoloff, Attorney-in-fact|2026-07-14