Form 4: Core & Main Executive John W. Stephens Executes Stock Transactions Under 10b5-1 Plan
SEC Form 4 Filing
Core & Main's Chief Accounting Officer, John W. Stephens, executed transactions involving Class A and Class B common stock, including exchanges and sales, under a pre-arranged 10b5-1 trading plan.
Summary
- On April 23, 2024, John W. Stephens, Chief Accounting Officer of Core & Main, Inc., engaged in several transactions involving the company's stock.
- Stephens exchanged 9,497 shares of Class B common stock and limited partnership interests for 9,497 shares of Class A common stock.
- He also redeemed 9,497 vested common units for 9,497 paired interests.
- Additionally, Stephens sold 9,497 shares of Class A common stock at a weighted average price of $55.1888 per share, ranging from $55.0000 to $55.4400.
- These sales were executed under a Rule 10b5-1 trading plan adopted on December 19, 2023.
- Following these transactions, Stephens directly owns 4,281 shares of Class A common stock and indirectly owns 168,012 shares through Management Feeder, LLC.
- He also directly owns 0 shares of Class B common stock and limited partnership interests.
Sentiment
Score: 5
Explanation: The document is a standard SEC Form 4 filing, indicating routine transactions. The sentiment is neutral as it simply reports facts without expressing any opinion or forward-looking statements.
Industry Context
This filing is a routine disclosure of insider transactions. It's common for executives to use 10b5-1 plans to sell shares over time to avoid accusations of trading on inside information. The transactions themselves don't necessarily indicate a positive or negative outlook for the company.
Comparison to Industry Standards
- Monitoring insider transactions is a standard practice in financial analysis.
- Comparing the frequency and size of insider sales at Core & Main to those of its competitors (e.g., Ferguson plc, Watsco Inc.) can provide insights into management's sentiment and potential future performance.
- The use of a 10b5-1 trading plan is a common and accepted method for corporate insiders to manage their stock holdings.
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 about insider information being used.
- Employees are unlikely to be directly affected by these transactions.
Key Dates
| Date | Description |
|---|---|
| 2021-07-22 | Date of the Exchange Agreement and the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC. |
| 2022-03-11 | Date of RSU grant, vesting on March 11, 2025. |
| 2023-03-10 | Date of RSU grant, vesting in two equal installments on March 10, 2025 and March 10, 2026. |
| 2023-12-19 | Date the reporting person adopted a Rule 10b5-1 trading plan. |
| 2024-03-07 | Date of RSU grant, vesting in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. |
| 2024-04-23 | Date of the reported transactions: exchange of Class B common stock for Class A common stock, redemption of vested common units, and sale of Class A common stock. |
| 2024-04-24 | Date of the Form 4 filing. |
| 2025-03-07 | First vesting date for RSUs granted on March 7, 2024. |
| 2025-03-10 | First vesting date for RSUs granted on March 10, 2023. |
| 2025-03-11 | Vesting date for RSUs granted on March 11, 2022. |
| 2026-03-07 | Second vesting date for RSUs granted on March 7, 2024. |
| 2026-03-10 | Second vesting date for RSUs granted on March 10, 2023. |
| 2027-03-07 | Third vesting date for RSUs granted on March 7, 2024. |
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