Core & Main Inc SEC Filings

Core & Main Inc. (CNM) received a notice relating to a planned sale of 52,546 Class A shares through Fidelity Brokerage Services LLC, with an aggregate market value of $2,890,030.00. The shares are to be sold on the NYSE, with an approximate sale date of 01/05/2026, and are part of a class with 188,802,673 shares outstanding.

The shares to be sold were acquired from the issuer via stock option grants dated 03/10/2023 and 03/13/2025, resulting in acquisitions of 21,868 and 30,678 Class A shares, respectively, on 01/05/2026 with cash payment. The selling person represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.

Core & Main, Inc. reported an insider transaction by its General Counsel and Secretary, Mark Whittenburg. On December 31, 2025, he made a charitable gift of 25,500 vested common units held through Core & Main Management Feeder, LLC to a donor-advised fund at National Philanthropic Trust. These units are redeemable on a one-for-one basis for a “Paired Interest” consisting of Class B common stock and limited partnership interests, which in turn are exchangeable one-for-one into Class A common stock or, in some cases, cash under an existing exchange agreement. Following this transaction, 227,312 derivative securities are reported as beneficially owned indirectly through the LLC.

Core & Main, Inc. reported modestly stronger results for the quarter, with net sales rising to $2,062 million from $2,038 million, helped mainly by recent acquisitions and higher pricing in several product lines. Quarterly net income edged up to $143 million from $140 million, and diluted earnings per share increased to $0.72 from $0.69. For the first nine months, net sales grew to $6,066 million from $5,743 million, while net income increased to $389 million from $367 million, showing steady, if moderate, expansion.

The balance sheet shows total assets of $6,300 million and total debt of $2,172 million as of November 2, 2025, with cash and cash equivalents improving to $89 million from $8 million at the prior fiscal year-end. Operating cash flow was solid at $382 million for the nine-month period. The company continued its acquisition strategy, completing a Canada Waterworks deal with a total transaction value of $49 million across fiscal 2025 activity, and kept returning capital to shareholders by repurchasing 1,949,239 Class A shares for $97 million. Subsequently, the board authorized an additional $500 million increase to the existing share repurchase program.

Core & Main, Inc. reported that it has released its fiscal third-quarter results for the period ended November 2, 2025, through a press release and investor presentation available via its investor relations website. In a separate move, the company announced that its board of directors authorized a $500 million increase to its existing share repurchase program, bringing total authorization to $1 billion of Class A common stock.

As of December 8, 2025, Core & Main had already repurchased approximately $316 million of shares, leaving about $684 million available for future repurchases. The company may conduct repurchases at its discretion using methods such as open market purchases, privately negotiated transactions, accelerated repurchase transactions, block trades, or Rule 10b5-1 trading plans, and expects to fund these repurchases with existing cash, short-term borrowings and/or future cash flows.

Select Equity Group, L.P. and George S. Loening filed an amended Schedule 13G reporting passive ownership in Core & Main (Class A). They beneficially own 9,692,506 shares, representing 5.1% of the class, with shared voting and shared dispositive power over 9,692,506 shares and no sole power. The filing reflects an event date of 09/30/2025.

The percentage is based on 190,688,721 shares outstanding as of September 5, 2025, as cited from the issuer’s Form 10-Q. The certification states the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.

Morgan Stanley and Morgan Stanley Investment Management Inc. filed Amendment No. 2 to Schedule 13G reporting beneficial ownership in Core & Main, Inc. (CNM). Morgan Stanley reported 12,469,881 shares, representing 6.5% of the Class A common stock as of 09/30/2025. Morgan Stanley Investment Management Inc. reported 10,504,993 shares, representing 5.5%.

For Morgan Stanley: shared voting power was 11,496,472 shares and shared dispositive power was 12,434,330 shares. For Morgan Stanley Investment Management Inc.: shared voting power was 9,601,764 shares and shared dispositive power was 10,504,993 shares. The reporting persons are classified as HC, CO (Morgan Stanley) and IA, CO (Morgan Stanley Investment Management Inc.).

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

John W. Stephens, Chief Accounting Officer of Core & Main, Inc. (CNM), reported option exercises and an acquisition of shares on 09/12/2025. He exercised 12,717 stock options at an exercise price of $20.81 per share, resulting in acquisition of 12,717 Class A common shares. After the transaction he beneficially owned 16,837 Class A common shares in total, held directly. The option grant vested in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025.

The Form 4 was signed by an attorney-in-fact on 09/16/2025. No derivative holdings remain following the reported exercises, and the filing indicates a routine insider exercise rather than a sale or disposition.

Core & Main, Inc. reported interim condensed consolidated results covering the six months ended August 3, 2025 and comparable prior periods. The company, a specialty distributor for water, wastewater, storm drainage and fire protection infrastructure, operates approximately 370 branches across 49 U.S. states. Management highlights a $500 million authorized share repurchase program with $277 million available and $47 million spent to repurchase 959,103 Class A shares in the six months ended August 3, 2025. The company completed multiple Fiscal 2024 acquisitions (aggregate transaction values disclosed) that added product capabilities. Debt includes two senior term loans ($1,500m 2028 and $944m 2031 original amounts) and a $1,250m Senior ABL facility; weighted average interest on term loans was 6.27% as of August 3, 2025. Tax receivable agreement payables were $721m, with $41m expected within 12 months. The company was in compliance with debt covenants as of August 3, 2025.