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
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock and Limited Partnership Interests | 23,957 | $0.00 | -- |
| Other | Class B Common Stock and Limited Partnership Interests | 23,957 | $0.00 | -- |
| Conversion | Class B Common Stock and Limited Partnership Interests | 23,957 | $0.00 | -- |
| Tax Withholding | Class B Common Stock and Limited Partnership Interests | 1,038 | $0.00 | -- |
| Other | Class A Common Stock | 5 | $0.00 | -- |
| Other | Class A Common Stock | 5 | $0.00 | -- |
| Conversion | Class A Common Stock | 23,957 | $0.00 | -- |
| Sale | Class A Common Stock | 23,962 | $61.7684 | $1.48M |
Footnotes (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"). 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. 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. 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. 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. 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. 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. 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.
FAQ
Were the sales executed under a trading plan?
What conversions from Class B to Class A stock occurred?
