Form 4: Core & Main Executive John Stephens Executes Stock Transactions Under 10b5-1 Plan

Sentiment:

SEC Form 4


John Weldon Stephens, VP and Corporate Controller of Core & Main, Inc., reports the exchange and sale of Class B common stock and limited partnership interests for Class A common stock, with sales executed under a pre-arranged 10b5-1 trading plan.

Summary

  • On March 7, 2024, John Weldon Stephens, VP and Corporate Controller of Core & Main, Inc., engaged in transactions involving the company's stock.
  • Stephens exchanged 43,900 shares of Class B common stock and limited partnership interests for 43,900 shares of Class A common stock.
  • These transactions were executed under an exchange agreement dated July 22, 2021.
  • Concurrently, 43,900 vested common units held by Stephens were redeemed for the aforementioned paired interests.
  • Stephens also sold 43,900 shares of Class A common stock at a weighted average price of $50.0199 per share, with prices ranging from $50.0000 to $50.0475.
  • These sales were conducted under a Rule 10b5-1 trading plan adopted on June 20, 2023.
  • Following these transactions, Stephens directly owns 3,468 shares of Class A common stock (restricted stock units) and indirectly owns 197,980 shares of Class A common stock and limited partnership interests through Management Feeder, LLC.
  • Stephens also directly owns 43,900 Class B Common Stock and Limited Partnership Interests.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the document simply reports transactions by an executive under a pre-existing trading plan. There is no indication of positive or negative implications for the company's performance.

Positives

  • The transactions were conducted under a pre-arranged 10b5-1 trading plan, which can mitigate concerns about insider trading.

Industry Context

Form 4 filings are a routine part of the regulatory landscape for publicly traded companies, providing transparency into the transactions of company insiders. The use of a 10b5-1 trading plan is a common practice to allow insiders to sell shares without raising concerns about trading on non-public information.

Comparison to Industry Standards

  • The transactions are typical for executives at publicly traded companies.
  • The use of a 10b5-1 trading plan is a standard practice to avoid insider trading accusations, similar to plans used by executives at companies like Ferguson plc and Watsco, Inc., which also operate in the distribution of construction and industrial materials.

Stakeholder Impact

  • The transactions may have a minor impact on shareholders due to the change in ownership, but the pre-planned nature of the sales mitigates concerns.

Key Dates

DateDescription
2021-07-22Date of the exchange agreement and LLC agreement.
2022-03-11Date of RSU grant that vests on March 11, 2025.
2023-03-10Date of RSU grant that vests in two equal installments on March 10, 2025 and March 10, 2026.
2023-06-20Date the Rule 10b5-1 trading plan was adopted.
2024-03-07Date of the reported transactions (exchange and sale of stock).
2024-03-11Date of the Form 4 filing.
2025-03-10Date of RSU vesting.
2025-03-11Date of RSU vesting.
2026-03-10Date of RSU vesting.

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