Form 4: Core & Main Executive Sells Shares Under 10b5-1 Plan
SEC Form 4 Filing
Core & Main's General Counsel and Secretary, Mark G. Whittenburg, executed multiple transactions involving the exchange and sale of Class A common stock, as well as Class B common stock and limited partnership interests, under a pre-arranged trading plan.
Summary
- Mark G. Whittenburg, General Counsel and Secretary of Core & Main, Inc., engaged in several transactions involving the company's stock.
- On January 15, 2025, Mr. Whittenburg exchanged 1,974 shares of Class B common stock and limited partnership interests for 1,974 shares of Class A common stock.
- Also on January 15, 2025, 1,974 vested common units were redeemed for 1,974 paired interests.
- Subsequently, on January 15, 2025, 1,974 shares of Class A common stock were sold at a weighted average price of $55.2858 per share.
- On January 16, 2025, Mr. Whittenburg exchanged 48,026 shares of Class B common stock and limited partnership interests for 48,026 shares of Class A common stock.
- Also on January 16, 2025, 48,026 vested common units were redeemed for 48,026 paired interests.
- On January 16, 2025, 48,026 shares of Class A common stock were sold at a weighted average price of $55.1297 per share.
- These transactions were executed under a Rule 10b5-1 trading plan adopted on October 11, 2024.
- Mr. Whittenburg also holds 7,667 unvested restricted stock units (RSUs) which will vest in installments between March 2025 and March 2027.
Sentiment
Score: 5
Explanation: The document is a standard SEC Form 4 filing, which is neutral in sentiment. It reports on insider transactions that were pre-planned, and does not indicate any positive or negative sentiment.
Industry Context
This is a routine filing for insider transactions and is common for executives of publicly traded companies. The use of a 10b5-1 trading plan is a standard practice to avoid accusations of insider trading.
Comparison to Industry Standards
- The use of Rule 10b5-1 trading plans is a common practice among executives at publicly traded companies, such as those in the construction and infrastructure materials sector, like Ferguson plc (FERG) or Builders FirstSource (BLDR).
- These plans allow for pre-scheduled sales of stock to avoid any appearance of trading on inside information.
- The reported prices are within the typical trading range for Core & Main's stock, and the volume of shares sold is not unusual for an executive's pre-planned transactions.
Stakeholder Impact
- The transactions are unlikely to have a significant impact on stakeholders as they are part of a pre-arranged trading plan.
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 grant of some of the restricted stock units that vest on March 11, 2025. |
| 2023-03-10 | Date of grant of some of the restricted stock units that vest in two equal installments on March 10, 2025 and March 10, 2026. |
| 2024-03-07 | Date of grant of some of the restricted stock units that vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. |
| 2024-10-11 | Date the Rule 10b5-1 trading plan was adopted by the reporting person. |
| 2025-01-15 | Date of the first set of transactions involving the exchange and sale of shares. |
| 2025-01-16 | Date of the second set of transactions involving the exchange and sale of shares. |
| 2025-01-17 | Date of signature of the Form 4. |
Keywords
Form 4, insider trading, Rule 10b5-1, stock sale, Class A common stock, Class B common stock, restricted stock units, Core & Main, CNM, Mark G. Whittenburg
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