Form 4: Core & Main Director Castellano Executes Stock Transactions Under 10b5-1 Plan

Director James G. Castellano reports transactions involving Core & Main, Inc. Class A and Class B common stock, including exchanges and sales under a pre-arranged Rule 10b5-1 trading plan.

Summary

• On July 15, 2024, James G. Castellano, a director of Core & Main, Inc., engaged in transactions involving the company's Class A and Class B common stock.
• These transactions included the exchange of 12,500 shares of Class B common stock and limited partnership interests for Class A common stock on a one-for-one basis, as per the Exchange Agreement.
• Additionally, 12,500 vested common units held indirectly by Castellano through the James G. Castellano 2021 Family Trust were redeemed for 12,500 Paired Interests.
• Castellano also sold 12,500 shares of Class A common stock at a weighted average price of $52.2229 per share, executed under a Rule 10b5-1 trading plan adopted on March 28, 2024.
• Following these transactions, Castellano directly owns no Class A common stock but indirectly owns 12,500 shares through a trust, and holds 193,620 Class B Common Stock and Limited Partnership Interests through an LLC and 12,500 through a trust.
• He also holds 11,769 restricted stock units, with 9,320 vested and the remainder vesting in 2025.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The transactions are part of a pre-planned trading plan, indicating a structured approach to managing equity. The director continues to hold a significant number of shares and RSUs, suggesting confidence in the company's future.

Positives

• The transactions are being conducted under a pre-arranged Rule 10b5-1 trading plan, which is a legal and transparent way for insiders to sell shares.

Future Outlook

The remaining 2,449 RSUs will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2025 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. The use of a 10b5-1 plan suggests a proactive approach to compliance with insider trading regulations.

Comparison to Industry Standards

• Insider transactions are a normal part of corporate governance in publicly traded companies like Core & Main.
• Companies like Ferguson plc and HD Supply also have directors and officers who regularly report transactions in their company's stock.
• The use of a 10b5-1 trading plan is a common practice among corporate insiders to avoid accusations of trading on non-public information, similar to practices seen at companies like Home Depot and Lowe's.

Stakeholder Impact

• The transactions may have a minor impact on shareholders due to the sale of shares, but the pre-planned nature of the sales mitigates concerns about insider trading.

Key Dates