---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-186309"
form_type: "8-K"
ticker: "STZ"
cik: "0000016918"
company_name: "CONSTELLATION BRANDS, INC."
filed_at: "2022-06-30T23:59:59+00:00"
generated_at: "2026-06-24T22:04:50.448623+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Constellation Brands to eliminate Class B stock; each share to get 1 Class A share + $64.64 cash

## Summary
- Each of 23.2M Class B shares to convert into 1 Class A share plus $64.64 cash; up to $500M cash may be substituted with additional Class A shares.
- Approval needed from majority of combined voting power, majority of Class B shares, and at least 50.3% of unaffiliated Class A shares; Sands family (~60% voting power) agreed to vote in favor.
- Robert and Richard Sands to retire as Executive Chairman and Vice Chairman upon closing, becoming Non-Executive Chairman and a Board member.
- Post-closing: Sands family retains board nomination rights (2 directors if >10% ownership, 1 if >5% for 5 yrs, then 1 if >5%) and 3-yr transfer restrictions.
- Closing expected in H2 2022; outside date June 30, 2023.

## SEC filing metadata
- accession: 0001193125-22-186309
- form_type: 8-K
- ticker: STZ
- cik: 0000016918
- company_name: CONSTELLATION BRANDS, INC.
- filed_at: 2022-06-30T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/0001193125-22-186309-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/d376390d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-186309
- JSON: https://secwatch.observer/filing/0001193125-22-186309.json
- Plain text: https://secwatch.observer/filing/0001193125-22-186309.txt

## Key facts
- Executive change
  Robert Sands was appointed as Non-Executive Chairman of the Board at CONSTELLATION BRANDS, INC..
  - Action: appointed
  - Role: Non-Executive Chairman of the Board
  source text: Pursuant to the Reclassification Agreement, the Company shall take all necessary action so that Messrs. Robert and Richard Sands become, as applicable, Non-Executive Chairman of the Board and a Board member, respectively, as of and immediately following the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/0001193125-22-186309-index.htm
- Executive change
  Richard Sands was appointed as Board member at CONSTELLATION BRANDS, INC..
  - Action: appointed
  - Role: Board member
  source text: Pursuant to the Reclassification Agreement, the Company shall take all necessary action so that Messrs. Robert and Richard Sands become, as applicable, Non-Executive Chairman of the Board and a Board member, respectively, as of and immediately following the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/16918/000119312522186309/0001193125-22-186309-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.