Core & Main (CNM) Form 4: $1.48M Insider Sale, Unit Conversions Detailed

Rhea-AI Filing Summary

Core & Main, Inc. (CNM) filed a Form 4 reporting insider activity by director Orvin T. Kimbrough on 18 Jul 2025. The filing shows multiple equity-for-unit exchanges and one sizeable open-market sale.

Key actions: (1) Redemption of 5 vested management units into 5 Class A shares; (2) exchange of 23,957 Class B shares & limited-partnership interests ("Paired Interests") for 23,957 Class A shares at $0; (3) open-market sale of 23,962 Class A shares at a weighted-average $61.7684 under a Rule 10b5-1 plan, generating roughly $1.48 million; (4) 1,038 derivative units withheld for distribution adjustments.

Post-trade holdings: direct Class A stake drops to 13,958 shares (from 37,920 pre-sale). Indirectly, the director still controls 29,747 Paired Interests through Core & Main Management Feeder, LLC. The transactions appear to be personal portfolio rebalancing and do not alter CNM’s capital structure or provide new financial guidance.

Positive

• None.

Negative

• Director sold 23,962 Class A shares (~$1.48 million), reducing direct stake to 13,958 shares.

Insights

Securities Analyst

TL;DR: Planned insider sale of ~24k CNM shares; net holding reduced but activity largely neutral to fundamentals.

The largest economic move is the sale of 23,962 Class A shares for c.$1.48 mm. While insider selling can signal reduced conviction, the sale was executed under a pre-arranged Rule 10b5-1 plan, lessening the informational value. The bulk of reported line items are technical exchanges from Class B/LP units into freely tradable Class A shares—non-cash, non-dilutive events. Post-sale, the director still owns nearly 14k shares outright and retains substantial indirect exposure via 29,747 Paired Interests. Absent earnings data or company actions, the filing is not materially impactful for valuation or near-term trading.

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
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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^*

Kimbrough Orvin T

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2025

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	07/18/2025		J	V	5(1)	D	$0	3	I(2)	By LLC
Class A Common Stock	07/18/2025		J	V	5(1)	A	$0	13,963	D
Class A Common Stock	07/18/2025		C(3)		23,957(4)	A	$0	37,920	D
Class A Common Stock	07/18/2025		S(5)		23,962	D	$61.7684(6)	13,958	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	(7)(8)	07/18/2025(7)(8)		J	V		23,957(4)	(7)(8)	(7)(8)	Class A Common Stock	23,957	$0	29,747	I(8)	By LLC
Class B Common Stock and Limited Partnership Interests	(7)	07/18/2025(7)		J	V	23,957(4)		(7)	(7)	Class A Common Stock	23,957	$0	23,957	D
Class B Common Stock and Limited Partnership Interests	(7)	07/18/2025(7)		C(3)			23,957(3)	(7)	(7)	Class A Common Stock	23,957	$0	0	D
Class B Common Stock and Limited Partnership Interests	(7)(8)	07/18/2025		F(9)			1,038	(7)(8)	(7)(8)	Class A Common Stock	1,038	$0	28,709	I	By LLC

Explanation of Responses:

1. On July 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"), 5 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 5 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 18, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 23,957 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 18, 2025, pursuant to the terms of the LLC Agreement, 23,957 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 23,957 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 18, 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 $61.4400 to $62.1950 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. 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.

8. 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.

9. Represents Units withheld by the Issuer for distributions in excess of reporting person's pro rata share of distributions pursuant to the terms of the Exchange Agreement.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Orvin T. Kimbrough	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Core & Main (CNM) shares did Director Orvin T. Kimbrough sell?

He sold 23,962 Class A shares on 18 Jul 2025.

What was the average sale price of the CNM shares?

The weighted-average price was $61.7684 per share.

How many CNM shares does the director own after the transactions?

Direct ownership stands at 13,958 Class A shares; indirect derivative interests total 29,747 units.

Were the sales executed under a trading plan?

Yes, the sale was made pursuant to a Rule 10b5-1 plan adopted on 18 Apr 2025.

What conversions from Class B to Class A stock occurred?

Kimbrough exchanged 23,957 Paired Interests (Class B shares & LP units) for an equal number of Class A shares at no cost.