Mark R. Witkowski - 17 Jul 2025 Form 4 Insider Report for Core & Main, Inc. (CNM)

Role: Chief Executive Officer, Director
Issuer symbol: CNM
Report date: 17 Jul 2025
Net transaction value: -$6,126,388
Form type: 4
Accepted by SEC: 21 Jul 2025, 17:37:13 UTC
Previous filing: 02 Apr 2025
Next filing: 20 Aug 2025
SEC filing: View on sec.gov
Reporting owner signature: /s/ Mark Whittenburg, as Attorney-in-Fact for Mark R. Witkowski

Key filing fact

Mark R. Witkowski filed Form 4 for Core & Main, Inc. (CNM) on 21 Jul 2025.

Key facts

This page summarizes Mark R. Witkowski's Form 4 filing for Core & Main, Inc. (CNM).
6 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 21 Jul 2025, 17:37.

Change

Previous filing in this sequence was filed on 02 Apr 2025.
Current net transaction value: -$6,126,388.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Reporting Owners (1)

CIK 0001866738 Primary reporting owner

Witkowski Mark R

Relationship: Chief Executive Officer, Director
Address: C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT, ST. LOUIS
Signature: /s/ Mark Whittenburg, as Attorney-in-Fact for Mark R. Witkowski
Signature date: 21 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CNM transaction

Class A Common Stock

Conversion of derivative security

Transaction value: $0
Shares: +100,000
Change %: +279%
Price: $0.000000
Shares after: 135,847
Date: 17 Jul 2025
Ownership: Direct
Footnotes: F1, F2

CNM transaction

Class A Common Stock

Sale

Transaction value: $4,421,153
Shares: -72,331
Change %: -53%
Price: $61.12
Shares after: 63,516
Date: 17 Jul 2025
Ownership: Direct
Footnotes: F3, F4

CNM transaction

Class A Common Stock

Sale

Transaction value: $1,705,235
Shares: -27,669
Change %: -44%
Price: $61.63
Shares after: 35,847
Date: 17 Jul 2025
Ownership: Direct
Footnotes: F3, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value: $0
Shares: -100,000
Change %: -12%
Price: $0.000000
Shares after: 716,250
Date: 17 Jul 2025
Ownership: By LLC
Underlying class: Class A Common Stock
Underlying amount: 100,000
Exercise price
Footnotes: F2, F6, F7

CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value: $0
Shares: +100,000
Change %
Price: $0.000000
Shares after: 100,000
Date: 17 Jul 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 100,000
Exercise price
Footnotes: F2, F6

CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Conversion of derivative security

Transaction value: $0
Shares: -100,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 17 Jul 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 100,000
Exercise price
Footnotes: F1, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 7 footnotes

Footnote F1

On July 17, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 100,000 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.

Footnote F2

On July 17, 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"), 100,000 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 100,000 Paired Interests.

Footnote F3

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 17, 2025.

Footnote F4

The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $60.4500 to $61.4500 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.

Footnote F5

The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $61.4550 to $61.8200 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.

Footnote F6

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.

Footnote F7

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.