Core & Main insider converts interests, sells 100k Class A at $64.08

Rhea-AI Filing Summary

Core & Main insider Mark R. Witkowski exchanged and sold equity on August 18, 2025. He converted 100,000 Paired Interests (Class B common stock plus limited partnership interests) into 100,000 shares of Class A common stock on a one-for-one basis, then sold 100,000 shares of Class A common stock under a Rule 10b5-1 trading plan at a weighted average price of $64.0821 per share. After these transactions, the reporting person directly beneficially owned 35,847 shares of Class A common stock.

The filing also discloses that 100,000 vested common units held by the reporting person were redeemed for 100,000 Paired Interests under the Management Feeder LLC agreement, and that certain securities are held indirectly by Management Feeder representing 616,250 shares of Class A common stock. The sales were effected pursuant to a 10b5-1 plan adopted April 17, 2025.

Positive

• Conversion executed under existing agreements: 100,000 Paired Interests exchanged one-for-one for 100,000 Class A shares, consistent with the Exchange Agreement.
• Use of a Rule 10b5-1 plan: Sales were effected pursuant to a 10b5-1 trading plan adopted April 17, 2025, indicating pre-planned transactions and reducing insider trading concerns.
• Clear disclosure of redemption mechanics: Redemption of 100,000 vested Units for Paired Interests under Management Feeder LLC Agreement is explicitly disclosed.

Negative

• Material reduction in direct holdings: The reporting person sold 100,000 Class A shares, reducing direct beneficial ownership to 35,847 shares.
• Significant volume sold: The sold shares (100,000) represent a sizable disposition relative to the reporter’s remaining direct stake.

Insights

Securities Analyst

TL;DR: Insider converted private interests to public shares and sold 100,000 Class A shares via a pre-existing 10b5-1 plan, reducing direct holdings materially.

The transaction is straightforward: a one-for-one exchange of Paired Interests for Class A shares followed by an immediate sale of those shares at a weighted average price of $64.0821. The sale reduced direct beneficial ownership to 35,847 shares. The existence of a 10b5-1 plan, adopted April 17, 2025, indicates the trades were pre-planned which tends to reduce informational concerns for the market. Investors should note both the conversion mechanics and the sizeable disposal when assessing insider activity.

Corporate Governance Expert

TL;DR: Transaction follows contractual exchange and redemption provisions with documented compliance steps; governance controls appear observed.

The filing documents redemption of vested Units for Paired Interests under the Management Feeder LLC Agreement and an exchange under the Exchange Agreement. The reporter used a Rule 10b5-1 plan for the sales and the form was signed by an attorney-in-fact, which are standard governance and compliance practices. The details disclose no expiration for the Class B/LP interests and provide the board-level conversion election mechanics, offering transparency on the conversion and potential cash-out mechanisms.

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^*

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)
08/18/2025

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	08/18/2025		C(1)		100,000(2)	A	$0	135,847	D
Class A Common Stock	08/18/2025		S(3)		100,000	D	$64.0821(4)	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	(5)(6)	08/18/2025(5)(6)		J	V		100,000(2)	(5)(6)	(5)(6)	Class A Common Stock	100,000	$0	616,250	I(6)	By LLC
Class B Common Stock and Limited Partnership Interests	(5)	08/18/2025(5)		J	V	100,000(2)		(5)	(5)	Class A Common Stock	100,000	$0	100,000	D
Class B Common Stock and Limited Partnership Interests	(5)	08/18/2025(5)		C(1)			100,000(1)	(5)	(5)	Class A Common Stock	100,000	$0	0	D

Explanation of Responses:

1. On August 18, 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 August 18, 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 $63.8250 to $64.7650 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. 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.

6. 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	08/20/2025
	** 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

What did CNM insider Mark R. Witkowski do on August 18, 2025?

He exchanged 100,000 Paired Interests for 100,000 Class A shares and sold 100,000 Class A shares at a weighted average price of $64.0821 per share.

How many Class A shares does the reporting person own after the transactions?

Following the transactions the reporting person directly beneficially owned 35,847 shares of Class A common stock.

Was the sale part of a pre-planned trading program?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on April 17, 2025.

What is a Paired Interest and how was it used here?

The filing states Paired Interests consist of Class B common stock and limited partnership interests; 100,000 Paired Interests were exchanged one-for-one for Class A shares under the Exchange Agreement.

Did the reporting person redeem any vested units?

Yes. 100,000 vested common units held directly were redeemed for 100,000 Paired Interests under the Management Feeder LLC Agreement.