Form 4: Core & Main CEO Converts Equity, Sells 100,000 Shares Under Pre-Planned Program

Core & Main, Inc. CEO Mark R. Witkowski executed a pre-planned transaction, converting 100,000 equity units into Class A common stock and subsequently selling all 100,000 shares.

Summary

• Mark R. Witkowski, Chief Executive Officer and Director of Core & Main, Inc., reported a series of transactions on July 17, 2025.
• He redeemed 100,000 vested common units, held directly, for 100,000 Paired Interests (Class B common stock and limited partnership interests of Core & Main Holdings, LP) on a one-for-one basis.
• Immediately following this, the 100,000 Paired Interests were exchanged for 100,000 shares of Class A common stock of Core & Main, Inc., also on a one-for-one basis.
• Concurrently, 72,331 shares of Class A common stock were sold at a weighted average price of $61.1239 per share, with prices ranging from $60.4500 to $61.4500.
• An additional 27,669 shares of Class A common stock were sold at a weighted average price of $61.6298 per share, with prices ranging from $61.4550 to $61.8200.
• The total of 100,000 Class A common shares sold were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Witkowski on April 17, 2025.
• Following these reported transactions, Mr. Witkowski's direct beneficial ownership of Class A common stock is 35,847 shares.
• He continues to indirectly hold 716,250 Paired Interests through Core & Main Management Feeder, LLC.

Sentiment

Score: 5

Explanation: Neutral. The document reports a routine insider transaction (conversion and sale) executed under a pre-planned Rule 10b5-1 program, which is a common practice and does not inherently indicate positive or negative sentiment about the company's prospects.

Positives

• The stock sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which demonstrates a structured and compliant approach to managing personal equity holdings, mitigating concerns about opportunistic insider trading.

Negatives

• The CEO sold a substantial number of shares (100,000), which, despite being pre-planned, could be interpreted by some investors as a reduction in direct insider alignment.

Future Outlook

The document does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on insider trading activities.

Management Comments

• The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 17, 2025.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide broader industry context or trends, focusing specifically on the personal equity management of a key executive.

Comparison to Industry Standards

• This document is a standard SEC Form 4 filing, reporting insider transactions. The use of a Rule 10b5-1 trading plan for stock sales is a common and accepted practice among corporate executives to manage personal equity holdings while adhering to insider trading regulations. There are no specific comparable companies, projects, or results mentioned within this filing to assess against industry standards.

Stakeholder Impact

• Shareholders: The sale of 100,000 shares by the CEO could be viewed as a reduction in direct insider alignment, though this is mitigated by the pre-planned nature of the transaction under a Rule 10b5-1 plan and the executive's remaining indirect holdings.

Next Steps

• The reporting person will provide information regarding the number of shares sold at each price within the reported ranges upon request to the Issuer or the SEC staff.

Key Dates

Keywords

Core & Main, CNM, SEC Form 4, Insider Trading, Stock Sale, Equity Conversion, Rule 10b5-1, Mark R. Witkowski, CEO, Director, Class A Common Stock, Class B Common Stock, Limited Partnership Interests, Beneficial Ownership