Glaetzer Samuel J 4

4 · CONSTELLATION BRANDS, INC. · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

Constellation Brands (STZ) EVP Samuel Glaetzer Receives Vested RSUs/PSUs

What Happened

Samuel J. Glaetzer, EVP & President, Wine and Spirits of Constellation Brands, reported the vesting/conversion of a total of 2,812 performance/restricted share units on May 1, 2026. The reported entries show conversions (transaction code M) of 2,812 units into shares at $0.00 per share. To satisfy tax withholding (transaction code F), 921 shares were surrendered at $152.82 per share, resulting in $140,747 withheld. The net shares delivered to Mr. Glaetzer after withholding were 1,891 (2,812 vested − 921 withheld).

Key Details

Transaction date: May 1, 2026; Form 4 filed May 5, 2026.
Conversions (M): 2,812 shares converted from PSUs/RSUs at $0.00 exercise/conversion price.
Tax withholding (F): 921 shares withheld at $152.82/share = $140,747.
Net shares delivered to insider: 1,891 (vested shares net of withholding).
Footnotes: PSUs and RSUs represent contingent rights to receive one share each; the PSUs/RSUs that vested on May 1, 2026 were delivered net of shares withheld to satisfy taxes (see F1–F5).
Shares owned after the transaction: not specified in the reported Form 4.
Timeliness: the filing reports the May 1 vesting and was filed May 5; the Form 4 does not indicate a late-filing designation.

Context

These entries reflect compensation vesting (performance share units and restricted stock units) converting to common shares, not an open-market purchase. The withheld 921 shares are a common "sell-to-cover" to pay tax obligations on the vested awards, not necessarily a discretionary sale for investment reasons. This is routine executive equity compensation reporting rather than a market-timed trade.

Form 4

Period: 2026-05-01

EVP & Pres. Wine and Spirits

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-05-01+192→ 2,807 total
Exercise/Conversion
Class A Common Stock
[F2]
2026-05-01+2,620→ 5,427 total
Tax Payment
Class A Common Stock
2026-05-01$152.82/sh−921$140,747→ 4,506 total
Exercise/Conversion
Performance Share Units
[F1][F3]
2026-05-01−192→ 0 total
→ Class A Common Stock (192 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-05-01−347→ 0 total
From: 2023-05-01→ Class A Common Stock (347 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-05-01−318→ 0 total
From: 2024-05-01→ Class A Common Stock (318 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-05-01−583→ 583 total
From: 2025-05-01→ Class A Common Stock (583 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-05-01−1,372→ 2,742 total
From: 2026-05-01→ Class A Common Stock (1,372 underlying)

Footnotes (5)

[F1]Each performance share unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
[F2]Each restricted stock unit represents a contingent right to receive one share of Constellation Brands, Inc. Class A Common Stock.
[F3]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.
[F4]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.
[F5]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.

Signature

/s/ Matthew Stoloff, Attorney-in-fact|2026-05-05

1 file