Form 4: Core & Main General Counsel Donates Shares

Core & Main's General Counsel and Secretary, Mark G. Whittenburg, reported a charitable donation of 25,500 units convertible to Class A Common Stock.

Summary

• Mark G. Whittenburg, General Counsel and Secretary of Core & Main, Inc. (CNM), reported a change in beneficial ownership.
• The transaction involved a gift/charitable donation of 25,500 vested common units to a donor-advised fund on December 31, 2025.
• These units are held by Core & Main Management Feeder, LLC and are redeemable for Paired Interests (Class B common stock and limited partnership interests), which are then exchangeable for Class A common stock on a one-for-one basis.
• The donation was made to the National Philanthropic Trust, a Pennsylvania non-profit corporation.
• Following the transaction, Whittenburg indirectly beneficially owns 227,312 derivative securities.

Sentiment

Score: 6

Explanation: Slightly positive due to charitable giving by an executive, indicating a degree of personal wealth and commitment, though it's a minor event for the company's stock.

Positives

• The reporting person engaged in charitable giving, transferring 25,500 units to a donor-advised fund.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing, which reports a past transaction.

Management Comments

• Pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the 'Exchange Agreement'), shares of Class B common stock of the Issuer ('Class B common stock') and limited partnership interests of Core & Main Holdings, LP (together, a 'Paired Interest') are exchangeable at the discretion of the reporting person for shares of Class A common stock of the Issuer ('Class A common stock') on a one-for-one basis or, at the election of a majority of the disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sale.
• Represents securities held by Core & Main Management Feeder, LLC ('Management Feeder') in respect of 25,500 vested common units (the 'Charitable Donation Units') transferred by the reporting person to a donor-advised fund on December 31, 2025.
• Represents a gift/charitable donation of the 25,500 Charitable Donation Units held directly by the reporting person to the National Philanthropic Trust, a Pennsylvania non-profit corporation, to be held in a donor-advised fund.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide broader industry context or trends. It reflects a routine disclosure of changes in executive beneficial ownership.

Comparison to Industry Standards

• NA. This filing reports an individual executive's charitable donation of company units, which is not typically compared to industry-wide benchmarks or specific competitor projects.

Stakeholder Impact

• Shareholders: A minor change in the indirect beneficial ownership of an executive, which is a routine disclosure and unlikely to have a significant impact on the company's valuation or operations.
• Charitable Recipient (National Philanthropic Trust): Directly benefits from the donation of 25,500 units.

Next Steps

• No specific future actions or milestones for the company are mentioned in this Form 4 filing.

Key Dates

Keywords

Core & Main, CNM, Form 4, insider transaction, charitable donation, executive ownership, beneficial ownership, Mark G. Whittenburg