Core & Main (CNM) Form 4: CFO Converts & Sells 25K Shares

Rhea-AI Filing Summary

Form 4 filing for Core & Main, Inc. (CNM) dated 07/03/2025 documents transactions executed by Chief Financial Officer Robyn L. Bradbury on 07/01/2025.

The filing shows a series of unit redemptions, share conversions and open-market sales that collectively alter the officer’s ownership position:

• Conversion/Redemption: 24,957 Class B shares and corresponding partnership interests were exchanged for an equal number of Class A shares (Code C), and 43 management-feeder units were redeemed for 43 Class A shares (Code J). Both transactions were executed at $0 and increase the freely tradable Class A float.
• Open-market sales: A total of 25,000 Class A shares were sold in three tranches under a pre-arranged Rule 10b5-1 plan (Code S) at weighted-average prices of $59.97, $61.08 and $61.58, generating roughly US$1.5 million in gross proceeds.
• Post-transaction holdings: Direct ownership falls to 8,555 Class A shares, while 22 Class A shares and 162,447 derivative units remain indirectly held via Management Feeder LLC.

Although the sales were executed under a 10b5-1 plan, the CFO’s net reduction in directly held shares may signal decreased personal exposure to CNM equity. Conversely, the one-for-one conversions simplify the capital structure and modestly expand the public float. Investors typically view sizable insider sales by senior executives as a potential negative sentiment indicator, but the impact is tempered by the orderly, pre-planned nature of the transactions.

Positive

• 24,957 Class B & partnership units converted to Class A, modestly increasing public float and simplifying capital structure.

Negative

• CFO Robyn L. Bradbury sold 25,000 Class A shares (~US$1.5 M) at ~$60, reducing direct holdings to 8,555 shares.
• Net reduction in insider ownership by a senior executive may be interpreted as a bearish signal by the market.

Insights

Financial Analyst

TL;DR: CFO converted 24,957 shares and sold 25,000, cutting direct stake to 8,555; modestly negative sentiment.

The core event is a US$1.5 million disposition of Class A stock by CFO Robyn Bradbury, executed via a 10b5-1 plan. While the conversion from Class B and partnership units into Class A increases float and eliminates dual-class friction, the immediate sale removes virtually the entire converted block. Post-sale direct ownership is now only 8,555 shares—low for a C-suite officer—potentially signalling reduced long-term conviction. From a liquidity standpoint, the additional Class A shares are beneficial, but sentimentally the market often interprets insider selling, especially by a CFO, as mildly bearish. Overall impact: modestly negative.

Corporate Governance Expert

TL;DR: Governance neutral; structure simplified, but insider selling overshadows.

The exchange agreement and LLC redemption align economic interests by converting non-public units into common equity, a positive governance step. However, the contemporaneous sale of the majority of converted shares dilutes that benefit. The transaction adheres to Rule 10b5-1, reducing concerns about timing, yet the optics of a large sale by a key executive could pressure investor confidence. Impact assessment therefore skews negative despite structural improvements.

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).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bradbury Robyn L

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		J	V	43(1)	D	$0	22	I(2)	By LLC
Class A Common Stock	07/01/2025		J	V	43(1)	A	$0	8,598	D
Class A Common Stock	07/01/2025		C(3)		24,957(4)	A	$0	33,555	D
Class A Common Stock	07/01/2025		S(5)		13,363	D	$59.9658(6)	20,192	D
Class A Common Stock	07/01/2025		S(5)		11,318	D	$61.0812(7)	8,874	D
Class A Common Stock	07/01/2025		S(5)		319	D	$61.5771(8)	8,555	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
Class B Common Stock and Limited Partnership Interests	(9)(10)	07/01/2025(9)(10)		J	V		24,957(4)	(9)(10)	(9)(10)	Class A Common Stock	24,957	$0	162,447	I(9)	By LLC
Class B Common Stock and Limited Partnership Interests	(10)	07/01/2025(10)		J	V	24,957(4)		(10)	(10)	Class A Common Stock	24,957	$0	24,957	D
Class B Common Stock and Limited Partnership Interests	(10)	07/01/2025(10)		C(3)			24,957(3)	(10)	(10)	Class A Common Stock	24,957	$0	0	D

Explanation of Responses:

1. On July 1, 2025, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of February 13, 2024 (as amended, the "LLC Agreement"), 43 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 43 shares of Class A common stock of the Issuer ("Class A common stock").

2. Represents securities held by Management Feeder in respect of Units directly held by the reporting person. Pursuant to the LLC Agreement, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class A common stock, on a one-for-one basis.

3. On July 1, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,957 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") were exchanged for shares of Class A common stock, on a one-for-one basis.

4. On July 1, 2025, pursuant to the terms of the LLC Agreement, 24,957 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 24,957 Paired Interests.

5. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 1, 2025.

6. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $59.5000 to $60.4900 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.

7. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $60.5100 to $61.4921 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.

8. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $61.5526 to $61.5939 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.

9. Represents securities held by Management Feeder in respect of Units directly held by the reporting person. Pursuant to the LLC Agreement, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for Paired Interests, on a one-for-one basis.

10. Pursuant to the terms of the Exchange Agreement, Paired Interests are exchangeable at the discretion of the reporting person for shares of 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 (based on the price of Class A common stock sold in such public offering or private sale, net of any underwriting discounts and commissions, for each limited partnership interest exchanged, subject to certain exceptions, conditions and adjustments). The Class B common stock and limited partnership interests have no expiration date.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Robyn L. Bradbury	07/03/2025
	** 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.
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FAQ

How many CNM shares did the CFO sell on 07/01/2025?

25,000 Class A shares were sold in three tranches under a Rule 10b5-1 plan.

What price range were the CNM shares sold at?

Sales were executed at weighted-average prices of $59.97, $61.08 and $61.58 per share.

How many CNM shares did the CFO acquire via conversion?

The CFO converted 24,957 Class B shares (plus 43 units) into Class A shares at a 1:1 ratio.

What is the CFO’s remaining direct ownership after these transactions?

Direct ownership is reported at 8,555 Class A shares post-transaction.

Why were the sales marked with Code S in Form 4?

Code S denotes an open-market sale; these were executed under a pre-arranged Rule 10b5-1 trading plan adopted on 04/01/2025.