Core & Main Insider Disposes 100,000 Shares at $61 Avg Price

Rhea-AI Filing Summary

Core & Main, Inc. (CNM) – CEO Form 4 filed 21-Jul-25

On 17-Jul-25, Chief Executive Officer & Director Mark R. Witkowskiconverted 100,000 “Paired Interests” (Class B common stock + LP units) into an equal number of Class A shares at $0 cost under the 2021 Exchange Agreement. The shares were then sold the same day, pursuant to an April-25 Rule 10b5-1 plan, in two open-market blocks: 72,331 shares at a weighted-average $61.1239 and 27,669 shares at $61.6298, raising roughly $6.1 million.

Following the sales, Witkowski’s direct Class A stake fell from 135,847 to 35,847 shares. He retains indirect exposure to 716,250 Class A-equivalent units through Core & Main Management Feeder, LLC and another 100,000 exchangeable Class B/LP units held directly, so the officer continues to hold a sizeable economic interest despite the disposition.

No new derivatives were granted; activity reflects routine conversion and liquidity management. Nevertheless, the disposition of the full 100 k converted shares (≈74% of direct holdings) represents a meaningful reduction in the CEO’s freely-tradable stock and may be viewed by investors as a modestly bearish signal, partially offset by pre-planned execution and remaining indirect ownership.

Insights

Equity Analyst

TL;DR: CEO sold 100k shares (~$6.1 m), cutting direct stake to 35.8k; retains large indirect units—signal mildly negative but not alarming.

The Form 4 shows Mr. Witkowski exchanging and immediately selling 100,000 shares, equal to roughly three-quarters of his directly held Class A stock. Because the sale was executed under a 10b5-1 plan and paired with a routine exchange, information-risk is limited. Still, insider sales of this magnitude often pressure sentiment, especially after a strong share-price run (implied by $60+ levels). Importantly, the CEO still controls over 800 k exchangeable/indirect units, so his long-term alignment remains intact. I view the event as modestly negative for near-term optics but not fundamentally impactful to CNM’s investment case.

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^*

Witkowski Mark R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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	07/17/2025		C(1)		100,000(2)	A	$0	135,847	D
Class A Common Stock	07/17/2025		S(3)		72,331	D	$61.1239(4)	63,516	D
Class A Common Stock	07/17/2025		S(3)		27,669	D	$61.6298(5)	35,847	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	(6)(7)	07/17/2025(6)(7)		J	V		100,000(2)	(6)(7)	(6)(7)	Class A Common Stock	100,000	$0	716,250	I(7)	By LLC
Class B Common Stock and Limited Partnership Interests	(6)	07/17/2025(6)		J	V	100,000(2)		(6)	(6)	Class A Common Stock	100,000	$0	100,000	D
Class B Common Stock and Limited Partnership Interests	(6)	07/17/2025(6)		C(1)			100,000(1)	(6)	(6)	Class A Common Stock	100,000	$0	0	D

Explanation of Responses:

1. On July 17, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 100,000 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 of the Issuer ("Class A common stock"), on a one-for-one basis.

2. On July 17, 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"), 100,000 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 100,000 Paired Interests.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 17, 2025.

4. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $60.4500 to $61.4500 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.

5. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $61.4550 to $61.8200 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.

6. 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.

7. 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.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Mark R. Witkowski	07/21/2025
	** 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.