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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock and Limited Partnership Interests | 100,000 | $0.00 | -- |
| Other | Class B Common Stock and Limited Partnership Interests | 100,000 | $0.00 | -- |
| Conversion | Class B Common Stock and Limited Partnership Interests | 100,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 100,000 | $0.00 | -- |
| Sale | Class A Common Stock | 100,000 | $64.0821 | $6.41M |
Footnotes (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. 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. 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. 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. 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. 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.
