[Form 4] Core & Main, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 8-K - Material Definitive Agreement

On 22-Jul-2025 Where Food Comes From, Inc. (WFCF) signed a Redemption and Purchase Agreement with Progressive Beef, LLC. Progressive Beef redeemed WFCF’s 10 % membership interest, effective 30-Jun-2025, for approximately $1.8 million in cash and the surrender of 12,585 WFCF common shares.

WFCF originally purchased the stake on 9-Aug-2018 for about $1.0 million, funded with cash and stock, and has since received over $1.6 million in dividends. The exit therefore converts the investment into cash at a premium to original cost and marginally reduces shares outstanding. The agreement contains customary representations and warranties; the full contract is filed as Exhibit 2.1. No additional financial statements or guidance were provided.

Insights

Financial Analyst

TL;DR: WFCF exits Progressive Beef with cash gain and small share buy-back; future income stream foregone.

The $1.8 million cash proceeds exceed the 2018 purchase cost by roughly 80 %, before considering the $1.6 million dividends already collected. Total cash return is therefore ~3.4× invested capital, freeing liquidity for core operations while slightly shrinking the float (12,585 shares ≈0.1 % of basic shares). Although the company relinquishes future dividends from Progressive Beef, the realized gain de-risks the balance sheet and may be redeployed at higher return. No contingent liabilities or earn-outs are disclosed, suggesting a clean exit.

Corporate Governance Expert

TL;DR: Straightforward related-party exit; customary reps & warranties limit governance risk.

The filing shows a clear transaction structure, timely disclosure and inclusion of the full agreement as Exhibit 2.1, supporting transparency. No insider conflicts or unusual terms are noted. Absence of pro-forma impact data limits shareholders’ ability to gauge earnings dilution from lost dividends, but materiality appears low relative to WFCF’s scale. Overall governance impact is neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HUEBERT MICHAEL G.

(Last) (First) (Middle)

C/O CORE & MAIN, INC.

1830 CRAIG PARK COURT

(Street)

ST. LOUIS MO 63146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [ CNM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/22/2025		F		1,337(1)	D	$65.03	15,634	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units ("RSUs") granted to the reporting person.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Michael G. Huebert	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did WFCF file an 8-K on July 22, 2025?

The company disclosed entry into a Redemption and Purchase Agreement to sell its 10 % stake in Progressive Beef.

How much cash will WFCF receive from the Progressive Beef redemption?

The agreement provides approximately $1.8 million in cash to WFCF.

What was WFCF’s original investment in Progressive Beef?

On 9-Aug-2018 WFCF invested about $1.0 million (cash and stock) for a 10 % membership interest.

How many shares are being surrendered to WFCF as part of the deal?

Progressive Beef will surrender 12,585 shares of WFCF common stock.

Will WFCF continue to receive dividends from Progressive Beef?

No. The redemption eliminates WFCF’s ownership interest, ending future dividend entitlement.

Where can investors find the full contract terms?

The complete Redemption and Purchase Agreement is filed as Exhibit 2.1 to the 8-K.