Form 4: Core & Main Director Executes Planned Sale of Over 43,000 Class A Shares

Core & Main Director James G. Castellano executed a planned sale of 43,994 Class A common shares at a weighted average price of $61.9808, following the conversion of Class B common stock and limited partnership interests.

Summary

• James G. Castellano, a Director of Core & Main, Inc. (CNM), engaged in several transactions on July 18, 2025.
• 34,674 shares of Class B common stock and limited partnership interests (Paired Interests) were exchanged for an equal number of Class A common stock on a one-for-one basis.
• Concurrently, 34,674 vested common units held indirectly by the James G. Castellano Revocable Trust were redeemed for 34,674 Paired Interests.
• The Trust then sold 43,994 shares of Class A common stock at a weighted average price of $61.9808 per share, with individual transaction prices ranging from $61.6550 to $62.1950.
• These sales were conducted under a Rule 10b5-1 trading plan adopted by the Trust on April 18, 2025.
• Following these transactions, the reporting person indirectly holds 158,946 Class B Common Stock and Limited Partnership Interests through an LLC and directly holds 4,638 Class A Common Stock.

Sentiment

Score: 5

Explanation: The transaction is a planned insider sale, which is neutral in itself. While large insider sales can sometimes be viewed negatively, the existence of a 10b5-1 plan mitigates immediate negative sentiment, suggesting a pre-determined financial strategy rather than a reaction to new information.

Positives

• The conversion of Class B shares and limited partnership interests into Class A common stock simplifies the ownership structure for the reporting person.
• The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and not reactive sale.

Negatives

• A significant sale of 43,994 Class A common shares by a director could be perceived negatively by some investors, potentially signaling a lack of confidence, even if pre-planned.

Risks

• The sale by a director, even under a 10b5-1 plan, could lead to negative market perception or speculation regarding the company's future performance.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The exchange of Class B common stock and limited partnership interests for Class A common stock is governed by an Exchange Agreement dated July 22, 2021, and the redemption of vested common units is pursuant to the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC dated February 13, 2024. These are standard mechanisms for converting different classes of equity for insiders.

Stakeholder Impact

• Shareholders may interpret the director's sale of shares as a signal, though the pre-planned nature via a Rule 10b5-1 plan suggests it is part of a personal financial strategy rather than a reflection of company performance.

Key Dates

Recommendation

Keywords

Core & Main, CNM, SEC Form 4, insider trading, stock sale, director transaction, Class A Common Stock, Class B Common Stock, Rule 10b5-1, equity conversion, beneficial ownership