James G. Castellano - 18 Jul 2025 Form 4 Insider Report for Core & Main, Inc. (CNM)

Reporting relationship: Director
Issuer ticker: CNM
Reported as of: 18 Jul 2025
Net transaction value: -$2,726,783
SEC form: 4
Accepted by SEC: 21 Jul 2025, 18:42:52 UTC
Prior SEC filing: 26 Jun 2025
Next SEC filing: 24 Jun 2026
Source filing: View source filing
Reporting owner signature: /s/ Mark Whittenburg, as Attorney-in-Fact for James G. Castellano

Key filing fact

James G. Castellano filed Form 4 for Core & Main, Inc. (CNM) on 21 Jul 2025.

Key facts

This page summarizes James G. Castellano's Form 4 filing for Core & Main, Inc. (CNM).
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 21 Jul 2025, 18:42.

Change

Previous filing in this sequence was filed on 26 Jun 2025.
Current net transaction value: -$2,726,783.

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.

View source filing

Reporting Owners (1)

CIK 0001866541 Primary reporting owner

Castellano James G

Relationship: Director
Address: C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT, ST. LOUIS
Signature: /s/ Mark Whittenburg, as Attorney-in-Fact for James G. Castellano
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: +34,674
Change %: +372%
Price: $0.000000
Shares after: 43,994
Date: 18 Jul 2025
Ownership: By Trust
Footnotes: F1, F2, F3

CNM transaction

Class A Common Stock

Sale

Transaction value: $2,726,783
Shares: -43,994
Change %: -100%
Price: $61.98
Shares after: 0
Date: 18 Jul 2025
Ownership: By Trust
Footnotes: F3, F4, F5

CNM holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,638
Date: 18 Jul 2025
Ownership: Direct

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: -34,674
Change %: -18%
Price: $0.000000
Shares after: 158,946
Date: 18 Jul 2025
Ownership: By LLC
Underlying class: Class A Common Stock
Underlying amount: 34,674
Exercise price
Footnotes: F2, F6, F7

CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Other

Transaction value: $0
Shares: +34,674
Change %
Price: $0.000000
Shares after: 34,674
Date: 18 Jul 2025
Ownership: By Trust
Underlying class: Class A Common Stock
Underlying amount: 34,674
Exercise price
Footnotes: F2, F6

CNM transaction Derivative

Class B Common Stock and Limited Partnership Interests

Conversion of derivative security

Transaction value: $0
Shares: -34,674
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 18 Jul 2025
Ownership: By Trust
Underlying class: Class A Common Stock
Underlying amount: 34,674
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 18, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 34,674 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 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"), 34,674 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano Revocable Trust (the "Trust") were redeemed at the discretion of the Trust for 34,674 Paired Interests.

Footnote F3

Represents securities held indirectly by the reporting person through the Trust.

Footnote F4

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on April 18, 2025.

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 $61.6550 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.

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 held indirectly by the reporting person through the Trust and the James G. Castellano 2021 Family Trust (the "2021 Trust"). Pursuant to the LLC Agreement, such vested Units held by the Trust and the 2021 Trust are redeemable at the discretion of the Trust and the 2021 Trust for Paired Interests, on a one-for-one basis.