Form 4: Core & Main CEO Sells $6.4M in Stock

Core & Main, Inc. CEO Mark R. Witkowski sold 100,000 shares of Class A common stock for approximately $6.4 million, following an exchange of partnership interests.

Summary

• Mark R. Witkowski, Chief Executive Officer and Director of Core & Main, Inc., executed a series of transactions on August 18, 2025.
• He exchanged 100,000 shares of Class B common stock and limited partnership interests (Paired Interests) for 100,000 shares of Class A common stock on a one-for-one basis, pursuant to an exchange agreement dated July 22, 2021.
• Concurrently, he sold 100,000 shares of Class A common stock at a weighted average price of $64.0821 per share.
• The total value of the shares sold was approximately $6,408,210.
• The sales were conducted under a Rule 10b5-1 trading plan adopted on April 17, 2025.
• Following these transactions, Witkowski directly owns 35,847 shares of Class A common stock.
• He also holds 616,250 indirect and 100,000 direct derivative securities, which are Class B Common Stock and Limited Partnership Interests.

Sentiment

Score: 4

Explanation: The sale of a significant number of shares by a key executive, even if pre-planned, can be perceived as a slightly negative signal by the market, indicating a reduction in direct equity exposure.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned transaction rather than an immediate reaction to new information.
• The exchange of Class B common stock and limited partnership interests for Class A common stock provides liquidity for the insider.

Negatives

• A significant sale of 100,000 shares by the Chief Executive Officer and Director could be perceived negatively by investors, as it reduces his direct equity stake in the company.

Future Outlook

NA

Industry Context

This filing is specific to an insider's equity transactions and does not provide information related to broader industry trends or competitive landscape.

Related Party Transactions

• The exchange of Class B common stock and limited partnership interests for Class A common stock is based on an 'Exchange Agreement' and 'LLC Agreement' which govern the relationship between the company, its partnership, and executives holding these interests. This represents a pre-existing arrangement for equity conversion.

Stakeholder Impact

• Shareholders may interpret the CEO's sale as a signal regarding the company's future prospects or valuation, potentially leading to negative sentiment or selling pressure on the stock.

Next Steps

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

Key Dates

Recommendation

While the CEO's sale of a significant number of shares might be perceived negatively, it was executed under a pre-arranged 10b5-1 plan, suggesting it's a planned liquidity event rather than a reaction to new adverse information. Without additional company-specific or industry-wide news, this single insider transaction, while notable, does not warrant a strong buy or sell recommendation. Investors should hold and monitor future company performance and broader market conditions.

Keywords

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