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

Rhea-AI Filing Summary

Core & Main, Inc. (CNM) – Form 4 insider transaction

Executive Chair Stephen O. LeClair reported two option exercises and corresponding open-market sales.

• Option exercises: 80,028 shares on 07/03/2025 and 44,972 shares on 07/07/2025 at an exercise price of $20.81 per share.
• Sales: The same share counts were sold on the respective dates at weighted-average prices of $62.2681 and $61.9143 (price bands $62.10–$62.47 and $61.63–$62.28).
• Share disposition: Aggregate shares sold total 125,000. Following the transactions, LeClair directly owns 70,736 Class A shares and 135,877 vested options expiring 03/10/2032.
• Vesting schedule: The options vested in three equal tranches on 03/11/2023, 03/11/2024 and 03/11/2025.

The filing reflects routine exercise-and-sell activity by a senior insider at prices roughly three times the exercise cost, reducing—but not eliminating—his equity exposure.

Positive

• Insider retains 70,736 shares, indicating continued equity alignment with shareholders.
• 135,877 options remain outstanding, providing long-term incentive through 2032.

Negative

• Disposition of 125,000 shares at ≈$62 each represents a sizable cash-out by the Executive Chair.
• Rule 10b5-1 plan status not disclosed, offering limited visibility on future selling cadence.

Insights

Securities Analyst

TL;DR Moderate-sized insider sale after option exercise; signals cash-out but insider retains stake, overall neutral market impact.

LeClair exercised 125 k options at $20.81 and immediately sold the shares at ≈$62. The transaction converts option value into cash without expanding the public float materially. He still holds 70.7 k shares and 135.9 k options, maintaining alignment with shareholders. No information suggests performance concerns; timing may be tax or diversification related. Market impact is typically limited unless followed by additional sales.

Corporate Governance Expert

TL;DR Sale reduces insider ownership by ~64%, but continued holdings and 10b5-1 checkbox status unclear; governance risk low.

The Executive Chair reduced his direct share count from 150.8 k to 70.7 k shares. The filing does not confirm a Rule 10b5-1 trading plan, which investors often prefer for transparency. However, remaining equity plus long-dated options preserve incentive alignment through 2032. Absent further sales, the governance signal 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).

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^*

LeClair Stephen O

(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)
	Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	07/03/2025		M		80,028	A	$20.81	150,764	D
Class A Common Stock	07/03/2025		S		80,028	D	$62.2681(1)	70,736	D
Class A Common Stock	07/07/2025		M		44,972	A	$20.81	115,708	D
Class A Common Stock	07/07/2025		S		44,972	D	$61.9143(2)	70,736	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
Options (Rights to Buy)	$20.81	07/03/2025		M			80,028	(3)	03/10/2032	Class A Common Stock	80,028	$0	180,849	D
Options (Rights to Buy)	$20.81	07/07/2025		M			44,972	(3)	03/10/2032	Class A Common Stock	44,972	$0	135,877	D

Explanation of Responses:

1. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $62.1000 to $62.4650 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.

2. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $61.6300 to $62.2800 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.

3. The options vest in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025, subject to the reporting person's remaining employed with the issuer through each vesting date.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair	07/08/2025
	** 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

How many Core & Main (CNM) shares did Stephen O. LeClair sell?

He sold 125,000 Class A shares across two transactions on 07/03/2025 and 07/07/2025.

What prices did the CNM shares sell for?

Weighted-average sale prices were $62.2681 and $61.9143, with ranges stated in the filing.

What was the option exercise price for the CNM shares?

Options were exercised at $20.81 per share.

How many CNM shares does the insider still own?

After the transactions, LeClair directly owns 70,736 Class A shares.

How many options does Stephen O. LeClair still hold?

He retains 135,877 option rights exercisable into Class A shares, expiring 03/10/2032.

Do the CNM insider transactions use a Rule 10b5-1 plan?

The filing includes a checkbox for 10b5-1(c) but does not indicate it was selected, so plan usage is not confirmed.