Form 4: Core & Main CFO Witkowski Exchanges and Sells Shares Under 10b5-1 Plan

Sentiment:

SEC Form 4 Filing


Core & Main's CFO, Mark Witkowski, executed transactions involving Class A and Class B common stock, including an exchange and sale of 50,000 shares under a pre-arranged 10b5-1 trading plan.

Summary

  • On April 8, 2024, Mark Witkowski, CFO of Core & Main, engaged in transactions involving the company's stock.
  • Witkowski exchanged 50,000 shares of Class B common stock and limited partnership interests for 50,000 shares of Class A common stock.
  • Simultaneously, 50,000 vested common units held by Witkowski were redeemed for 50,000 Paired Interests.
  • Witkowski also sold 50,000 shares of Class A common stock at a weighted average price of $58.5146 per share.
  • These sales were executed under a Rule 10b5-1 trading plan adopted on December 20, 2023.
  • Following these transactions, Witkowski directly owns 23,898 shares of Class A common stock (including restricted stock units) and indirectly owns 866,250 shares through Management Feeder, LLC.
  • He also directly owns 50,000 shares of Class B common stock and limited partnership interests.

Sentiment

Score: 5

Explanation: The document is a standard SEC filing detailing insider transactions, which is neutral in sentiment. The use of a 10b5-1 plan suggests pre-planned transactions, reducing potential negative interpretations.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. The use of a 10b5-1 trading plan indicates that the sales were pre-planned and not based on any inside information at the time of the transactions.

Comparison to Industry Standards

  • Monitoring insider transactions is a standard practice in financial analysis.
  • Comparing Witkowski's transactions to those of other CFOs in similar companies (e.g., Ferguson plc, Watsco Inc.) could provide insights into executive compensation and stock ownership trends.
  • The use of 10b5-1 plans is common among corporate executives to avoid accusations of insider trading.

Stakeholder Impact

  • Shareholders may be interested in the trading activity of company executives.
  • The transactions themselves are unlikely to have a significant impact on the company's operations or financial performance.

Key Dates

DateDescription
2021-07-22Date of the Exchange Agreement and LLC Agreement.
2022-03-11Date of RSU grant, vesting on March 11, 2025.
2023-03-10Date of RSU grant, vesting in two equal installments on March 10, 2025 and March 10, 2026.
2023-12-20Date Witkowski adopted the Rule 10b5-1 trading plan.
2024-03-07Date of RSU grant, vesting in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027.
2024-04-08Date of the Class B to Class A stock exchange and sale of Class A shares.
2024-04-10Date of signature on the Form 4 filing.
2025-03-07First vesting date of RSU grant on March 7, 2024.
2025-03-10First vesting date of RSU grant on March 10, 2023.
2025-03-11Vesting date of RSU grant on March 11, 2022.
2026-03-07Second vesting date of RSU grant on March 7, 2024.
2026-03-10Second vesting date of RSU grant on March 10, 2023.
2027-03-07Third vesting date of RSU grant on March 7, 2024.

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