Core & Main Inc SEC Filings

Form 4 filing for Core & Main, Inc. (CNM) dated 07/03/2025 documents transactions executed by Chief Financial Officer Robyn L. Bradbury on 07/01/2025.

The filing shows a series of unit redemptions, share conversions and open-market sales that collectively alter the officer’s ownership position:

• Conversion/Redemption: 24,957 Class B shares and corresponding partnership interests were exchanged for an equal number of Class A shares (Code C), and 43 management-feeder units were redeemed for 43 Class A shares (Code J). Both transactions were executed at $0 and increase the freely tradable Class A float.
• Open-market sales: A total of 25,000 Class A shares were sold in three tranches under a pre-arranged Rule 10b5-1 plan (Code S) at weighted-average prices of $59.97, $61.08 and $61.58, generating roughly US$1.5 million in gross proceeds.
• Post-transaction holdings: Direct ownership falls to 8,555 Class A shares, while 22 Class A shares and 162,447 derivative units remain indirectly held via Management Feeder LLC.

Although the sales were executed under a 10b5-1 plan, the CFO’s net reduction in directly held shares may signal decreased personal exposure to CNM equity. Conversely, the one-for-one conversions simplify the capital structure and modestly expand the public float. Investors typically view sizable insider sales by senior executives as a potential negative sentiment indicator, but the impact is tempered by the orderly, pre-planned nature of the transactions.

Core & Main Director James G. Castellano received 2,189 restricted stock units (RSUs) on June 24, 2025, as part of director compensation. The RSUs will vest on either the one-year anniversary of the grant date or at the company's next annual shareholder meeting in 2026, whichever occurs first, subject to continued service as director.

Following the transaction, Castellano's holdings include:

• 4,638 shares of Class A Common Stock held directly
• 9,320 shares held indirectly through the James G. Castellano Revocable Trust dated November 8, 1988

The RSUs were granted at $0 exercise price and will be settled in Class A common stock upon vesting. The transaction was reported through Form 4 filing, with Mark Whittenburg signing as Attorney-in-Fact for Castellano on June 26, 2025.

Core & Main director Margaret Newman received 2,189 restricted stock units (RSUs) as part of director compensation on June 24, 2025. Following this transaction, Newman beneficially owns 13,958 shares of Class A Common Stock directly.

Key transaction details:

• The RSUs were granted at $0 cost to the director
• Vesting occurs at the earlier of: one-year anniversary of grant date or next annual shareholder meeting in 2026
• RSUs will be settled in Class A common stock
• Vesting is contingent on continued service as director

This Form 4 filing discloses the equity-based compensation arrangement for a non-employee director, demonstrating the company's approach to director incentivization and alignment with shareholder interests.

Core & Main director Dennis G. Gipson received 2,189 restricted stock units (RSUs) on June 24, 2025, as part of director compensation. Following this transaction, Gipson directly owns 13,958 shares of Class A Common Stock.

Key terms of the RSU grant:

• RSUs were granted at $0 exercise price
• Vesting occurs at the earlier of: - One year anniversary of grant date - Next annual shareholder meeting in 2026
• Vesting is contingent on continued service as director
• RSUs will be settled in Class A common stock upon vesting

The Form 4 was filed on June 28, 2025, within the required reporting timeline, and was signed by Mark Whittenburg as attorney-in-fact for Dennis Gipson.

Core & Main director Orvin T. Kimbrough reported new transactions in Form 4 filing on June 28, 2025. Key details include:

• Acquired 2,189 restricted stock units (RSUs) of Class A Common Stock on June 24, 2025 as director compensation
• RSUs will vest at earlier of one-year anniversary or next annual shareholder meeting in 2026
• Following the transaction, Kimbrough directly owns 13,958 shares of Class A Common Stock
• Additionally holds indirect ownership of 8 shares through Core & Main Management Feeder LLC
• Management Feeder Units are redeemable for Class A Common Stock on a one-for-one basis per LLC Agreement dated February 13, 2024

The RSUs were granted at $0 cost and will be settled in Class A common stock, subject to continued service as director. The filing was signed by Mark Whittenburg as Attorney-in-Fact on June 26, 2025.

Core & Main director Robert M. Buck received 2,189 restricted stock units (RSUs) as director compensation on June 24, 2025. Following this transaction, Buck directly owns 13,050 shares of Class A Common Stock.

Key transaction details:

• The RSUs were granted at $0 cost to the director
• Vesting occurs at the earlier of: one-year anniversary of grant date or next annual shareholder meeting in 2026
• RSUs will be settled in Class A common stock
• Vesting is contingent on continued service as director

This Form 4 filing was submitted by Mark Whittenburg as attorney-in-fact for Buck on June 26, 2025, within the required two-business-day reporting window for insider transactions.