[Form 3] Core & Main, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Carla D. Harper, Senior Vice President, Human Resources of Core & Main, Inc. (CNM), filed an initial Form 3 reporting ownership of 9,675 shares of Class A common stock, consisting of 889 outright shares and 8,786 restricted stock units (RSUs). Several RSU grants have staged vesting dates between March 2026 and March 2028, with one grant vesting June 23, 2026. Ms. Harper also holds stock options covering 15,804 Class A shares across four option grants with exercise prices of $20.81, $22.11, $50.12, and $46.27; portions of those options remain unvested with scheduled vesting through March 2028.

Positive

• Clear disclosure of holdings: Form 3 reports total of 9,675 Class A shares including RSUs, satisfying Section 16 reporting requirements
• Vesting schedules provided: RSU and option vesting dates (2026–2028) are explicitly stated, showing transparency on future potential share delivery
• Options detail: Four option grants disclosed with specific exercise prices ($20.81, $22.11, $50.12, $46.27) and vesting status

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider disclosure shows senior HR executive holds equity and multi-year vested compensation, aligning incentives with shareholder value.

The Form 3 documents Ms. Harper's initial beneficial ownership: 9,675 Class A shares (889 shares plus 8,786 RSUs) and 15,804 underlying shares from four option grants at exercise prices from $20.81 to $50.12. Vesting schedules span 2026–2028, indicating multi-year retention incentives. All holdings are reported as direct. This is a routine Section 16 filing reflecting compensation-related awards rather than a material corporate event.

Compensation / Governance Specialist

TL;DR: Report is a standard initial ownership disclosure consistent with executive equity compensation practices.

The filing specifies RSU and option grants with clear vesting tranches and some options already vested (explicit counts provided). The mix of RSUs and time‑vested options is typical for senior executives and supports retention. No pledges, indirect ownership, or special arrangements are disclosed. The disclosure does not indicate unusual governance concerns.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Harper Carla D

(Last) (First) (Middle)

C/O CORE & MAIN, INC.

1830 CRAIG PARK COURT

(Street)

ST. LOUIS MO 63146

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2025

3. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [ CNM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP, Human Resources

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	9,675(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Rights to Buy)	(2)	03/11/2032	Class A Common Stock	2,568	$20.81	D
Options (Rights to Buy)	(3)	03/10/2033	Class A Common Stock	3,891	$22.11	D
Options (Rights to Buy)	(4)	03/07/2034	Class A Common Stock	4,506	$50.12	D
Options (Rights to Buy)	(5)	03/13/2035	Class A Common Stock	4,839	$46.27	D

Explanation of Responses:

1. The total includes 889 shares of Class A common stock of the Issuer ("Class A common stock") and 8,786 restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock. The unvested portion of the RSUs granted on August 31, 2021 vest on June 23, 2026. The unvested portion of the RSUs granted on March 10, 2023 vest on March 10, 2026. The unvested portion of the RSUs granted on March 7, 2024 vest in two equal installments on March 7, 2026 and March 7, 2027. The unvested portion of the RSUs granted on March 13, 2025 vest in three equal installments on March 11, 2026, March 11, 2027 and March 11, 2028. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.

2. The options are fully vested.

3. 2,594 options are currently vested. The remaining options vest on March 10, 2026, subject to the terms of the associated Participant Stock Option Agreement.

4. 1,502 options are currently vested. The remaining options vest in two equal installments on March 7, 2026 and March 7, 2027, subject to the terms of the associated Participant Stock Option Agreement.

5. The options vest in three equal installments on March 11, 2026, March 11, 2027 and March 11, 2028, subject to the terms of the associated Participant Stock Option Agreement.

Remarks:

Exhibit list: Ex. 24 - Power of Attorney

	/s/ Mark Whittenburg, as Attorney-in-Fact for Carla D. Harper	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Carla D. Harper report on the Form 3 for CNM?

She reported beneficial ownership of 9,675 Class A shares (889 shares and 8,786 RSUs) and stock options covering 15,804 underlying shares.

How many RSUs does CNM insider Carla Harper hold and when do they vest?

8,786 RSUs in total with unvested portions vesting on June 23, 2026; March 10, 2026; March 7, 2026 and March 7, 2027; and March 11 of 2026, 2027 and 2028 depending on the grant.

What stock options does Carla Harper have and what are the exercise prices?

Options for 15,804 Class A shares across four grants with exercise prices of $20.81, $22.11, $50.12, and $46.27.

Are any of Ms. Harper's options already vested?

Yes. The filing states specific vested portions: e.g., 2,594 options of one grant and 1,502 of another are currently vested; other grants are fully vested or vest over time per the filing.

Does the Form 3 show indirect ownership or pledging of shares?

No. All reported shares and derivatives are listed as direct (D) ownership and no pledging or indirect arrangements are disclosed in the filing.