John W. Stephens - Apr 2, 2025 Form 4 Insider Report for Core & Main, Inc. (CNM)

Role
Chief Accounting Officer
Signature
/s/ Mark Whittenburg, as Attorney-in-Fact for John W. Stephens
Stock symbol
CNM
Transactions as of
Apr 2, 2025
Transactions value $
-$2,118,460
Form type
4
Date filed
4/4/2025, 04:28 PM
Previous filing
Mar 17, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNM Class A Common Stock Conversion of derivative security $0 +42K +1018.52% $0.00 46.1K Apr 2, 2025 Direct F1, F2
transaction CNM Class A Common Stock Sale -$2.12M -42K -91.06% $50.48 4.12K Apr 2, 2025 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 -42K -24.98% $0.00 126K Apr 2, 2025 Class A Common Stock 42K By LLC F2, F5, F6
transaction CNM Class B Common Stock and Limited Partnership Interests Other $0 +42K $0.00 42K Apr 2, 2025 Class A Common Stock 42K Direct F2, F5
transaction CNM Class B Common Stock and Limited Partnership Interests Conversion of derivative security $0 -42K -100% $0.00 0 Apr 2, 2025 Class A Common Stock 42K Direct F1, F5
transaction CNM Class B Common Stock and Limited Partnership Interests Tax liability $0 -4.09K -3.24% $0.00 122K Apr 2, 2025 Class A Common Stock 4.09K By LLC F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 On April 2, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 41,963 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.
F2 On April 2, 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"), 41,963 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 41,963 Paired Interests.
F3 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2024.
F4 The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.0000 to $50.8900 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.
F5 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.
F6 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.
F7 Represents Units withheld by the Issuer for distributions in excess of reporting person's pro rata share pursuant to the terms of the Exchange Agreement.