Core & Main (CNM) counsel gifts 25,500 units to donor-advised fund

Rhea-AI Filing Summary

Core & Main, Inc. reported an insider transaction by its General Counsel and Secretary, Mark Whittenburg. On December 31, 2025, he made a charitable gift of 25,500 vested common units held through Core & Main Management Feeder, LLC to a donor-advised fund at National Philanthropic Trust. These units are redeemable on a one-for-one basis for a “Paired Interest” consisting of Class B common stock and limited partnership interests, which in turn are exchangeable one-for-one into Class A common stock or, in some cases, cash under an existing exchange agreement. Following this transaction, 227,312 derivative securities are reported as beneficially owned indirectly through the LLC.

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

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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^*

Whittenburg Mark G

(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)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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
Class B Common Stock and Limited Partnership Interests	(1)(2)	12/31/2025(1)(2)		G(3)			25,500	(1)(2)	(1)(2)	Class A Common Stock	25,500	$0	227,312	I(1)	By LLC

Explanation of Responses:

1. 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.

2. 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.

3. 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.

Remarks:

	/s/ Mark Whittenburg	01/02/2026
	** 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 transaction did Core & Main (CNM) disclose in this Form 4?

The filing shows that General Counsel and Secretary Mark Whittenburg made a charitable gift of 25,500 vested common units held via Core & Main Management Feeder, LLC to a donor-advised fund at National Philanthropic Trust on December 31, 2025.

How many Core & Main-related units were donated and what do they represent?

The transaction involves 25,500 vested common units, referred to as the Charitable Donation Units. Under the LLC agreement, these units are redeemable for Paired Interests, each consisting of Class B common stock and limited partnership interests that can be exchanged one-for-one into Class A common stock or, in certain cases, cash.

Who is the reporting person in this Core & Main (CNM) insider filing and what is their role?

The reporting person is Mark Whittenburg, who serves as General Counsel and Secretary of Core & Main, Inc. He is reporting the charitable donation of units held through an affiliated LLC.

What are Paired Interests and how can they be exchanged at Core & Main (CNM)?

Each Paired Interest consists of one share of Class B common stock and one limited partnership interest in Core & Main Holdings, LP. Under an exchange agreement, they are exchangeable at the holder’s discretion for Class A common stock on a one-for-one basis or, at the election of a majority of disinterested board members, for cash based on a concurrent public offering or private sale price.

How many derivative securities does the insider report owning after the transaction?

After the reported charitable donation, the filing shows 227,312 derivative securities beneficially owned indirectly through Core & Main Management Feeder, LLC.

Does the Core & Main (CNM) insider transaction involve a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate trades made under a Rule 10b5-1(c) contract or plan, but the provided excerpt does not show that this box was marked for the reported charitable donation.