Form 4: Core & Main Director Sells Over 23,000 Shares Under Pre-Arranged Trading Plan

Core & Main, Inc. Director Orvin T. Kimbrough executed a pre-planned sale of 23,962 shares of Class A common stock at a weighted average price of $61.7684 per share on July 18, 2025, following conversions of other equity interests.

Summary

• Director Orvin T. Kimbrough of Core & Main, Inc. (CNM) reported multiple equity transactions on July 18, 2025.
• Transactions included the redemption of 5 vested common units for 5 shares of Class A common stock.
• An exchange of 23,957 Class B common stock and limited partnership interests (Paired Interests) for 23,957 shares of Class A common stock occurred.
• Additionally, 23,957 vested common units were redeemed for 23,957 Paired Interests.
• The director sold 23,962 shares of Class A common stock at a weighted average price of $61.7684 per share, with prices ranging from $61.4400 to $62.1950.
• This sale was conducted pursuant to a Rule 10b5-1 trading plan adopted on April 18, 2025.
• 1,038 Units were withheld by the Issuer for distributions.
• Following these transactions, the director directly holds 13,958 shares of Class A common stock and indirectly holds 3 shares of Class A common stock and 28,709 derivative securities (Paired Interests) through an LLC.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While an insider sale can be seen negatively, the fact that it was pre-planned under a Rule 10b5-1 plan mitigates concerns about it being a reaction to negative undisclosed information. It represents a planned liquidity event for the director.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned liquidity event rather than a reaction to new negative information.
• The sale price of $61.7684 per share represents a significant monetization of equity holdings.

Negatives

• A director selling a substantial number of shares could be perceived negatively by some investors, even if pre-planned.

Future Outlook

NA

Industry Context

This filing is specific to an individual's equity transactions and does not provide broader industry context or trends.

Related Party Transactions

• The transactions involve the redemption of common units and exchange of Paired Interests (Class B common stock and limited partnership interests) pursuant to the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC and an exchange agreement, which are structured arrangements for equity ownership and conversion within the company's ecosystem.

Stakeholder Impact

• Shareholders: The sale by a director could be interpreted differently by investors; however, the Rule 10b5-1 plan suggests a pre-determined liquidity event rather than a signal of negative company performance. The conversion of various equity interests into Class A common stock simplifies the director's holdings to some extent.

Key Dates

Recommendation

Keywords

Core & Main, CNM, SEC Form 4, Insider Trading, Stock Sale, Equity Conversion, Rule 10b5-1, Director Transaction, Class A Common Stock, Class B Common Stock, Limited Partnership Interests