December 31, 2025 · Form 4 insider transaction
Whittenburg Mark G sold 25,500 shares of Core & Main, Inc. at $0.00 per share, a transaction worth N/A. The trade was recorded as gift and disclosed on an SEC Form 4, filed 2 days after the transaction.
Pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 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") are exchangeable at the discretion of the reporting person for shares of Class A common stock of the Issuer ("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 Core & Main Management Feeder, LLC ("Management Feeder") in respect of 25,500 vested common units (the "Charitable Donation Units") transferred by the reporting person to a donor-advised fund on December 31, 2025 (the "Charitable Donation Effective Date"). Pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024 (as amended, the "LLC Agreement"), such Charitable Donation Units held by the donor-advised fund are redeemable at the discretion of the donor-advised fund for Paired Interests, on a one-for-one basis.; Represents a gift/charitable donation of the 25,500 Charitable Donation Units held directly by the reporting person to the National Philanthropic Trust, a Pennsylvania non-profit corporation, to be held in a donor-advised fund.