Core & Main (NYSE: CNM) grants EVP stock options and RSUs

Rhea-AI Filing Summary

Core & Main EVP Jeffrey D. Giles received new equity awards as part of his compensation. He was granted options to buy 21,585 shares of Class A common stock at an exercise price of $47.63 per share, expiring on March 12, 2036. These options vest in three equal installments on March 11, 2027, March 11, 2028, and March 11, 2029.

He also received 3,021 restricted stock units, each representing one share of Class A common stock, with the same three-year annual vesting schedule. Following these awards, he holds 9,681 shares of Class A common stock directly. These are grants from the company, not open-market purchases or sales.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Giles Jeffrey D

(Last) (First) (Middle)

C/O CORE & MAIN, INC.

1830 CRAIG PARK COURT

(Street)

ST. LOUIS MO 63146

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/12/2026		A		3,021(1)	A	$0	9,681	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Rights to Buy)	$47.63	03/12/2026		A		21,585		(2)	03/12/2036	Class A Common Stock	21,585	$0	21,585	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. The RSUs vest in three equal annual installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Restricted Stock Unit Agreement.

2. The options vest in three equal installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Stock Option Agreement.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles	03/13/2026
	** 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 4 (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 insider transactions did CNM executive Jeffrey D. Giles report?

Jeffrey D. Giles reported receiving equity compensation awards, not market trades. He was granted options on 21,585 shares at $47.63 per share and 3,021 restricted stock units, all tied to Core & Main Class A common stock and subject to multi-year vesting.

How many Core & Main (CNM) options were granted to the EVP?

The EVP was granted options on 21,585 shares of Class A common stock at an exercise price of $47.63 per share. These stock options expire on March 12, 2036 and vest in three equal installments over three years starting in 2027.

What restricted stock units (RSUs) did CNM grant to Jeffrey D. Giles?

Core & Main granted 3,021 restricted stock units to Jeffrey D. Giles. Each RSU represents one share of Class A common stock and vests in three equal annual installments on March 11, 2027, March 11, 2028, and March 11, 2029, subject to award agreement terms.

Did the CNM Form 4 show any open-market buying or selling by the EVP?

No, the Form 4 reports grant or award acquisitions only. Both transactions use code A, indicating equity awards granted by the company at zero purchase price, rather than open-market purchases or sales of Core & Main Class A common stock.

What are Jeffrey D. Giles’s Core & Main share holdings after these awards?

After the reported transactions, Jeffrey D. Giles directly holds 9,681 shares of Core & Main Class A common stock. This figure reflects his non-derivative share ownership following the RSU grant reported in the Form 4 insider filing.

When do the Core & Main (CNM) option and RSU awards vest for the EVP?

Both the options and RSUs vest over three years. They vest in three equal annual installments on March 11, 2027, March 11, 2028, and March 11, 2029, subject to the terms of the respective award agreements.