Core & Main (CNM) Insider Update: 2,189 RSU Award to Director

Rhea-AI Filing Summary

Core & Main, Inc. (CNM) – Form 4 filing dated 06/26/2025

Director Kathleen M. Mazzarella reported the receipt of 2,189 restricted stock units (RSUs) on 06/24/2025 as part of routine director compensation. The RSUs vest on the earlier of (i) one-year after grant or (ii) the company’s 2026 annual shareholder meeting, provided the director remains in service, and will settle in Class A common shares on a one-for-one basis.

Following the grant, the director’s ownership stands at 13,958 Class A shares held directly and 82 shares held indirectly through Core & Main Management Feeder, LLC. The Form 4 shows no dispositions, option exercises, or other derivative activity, and the RSU grant was made at $0 purchase price.

No other transactions, earnings data, or strategic disclosures are included; the filing is limited to routine equity compensation for board service.

Insights

Corporate Governance Expert

TL;DR: Routine RSU grant; aligns director incentives, immaterial ownership change.

The Form 4 documents a standard annual equity award to Director Mazzarella. Such grants promote long-term alignment with shareholders but are small (<2.2k shares) relative to CNM’s 213 million outstanding shares, therefore not financially material. Vesting is time-based and contingent on continued board service, a customary structure in governance best practices. No red flags, trades under Rule 10b5-1, or insider selling are disclosed, suggesting neutral investor impact.

Portfolio Manager

TL;DR: Neutral filing; insignificant size, no buy/sell signal.

At today’s ~$X share price (not disclosed in filing), the RSU value is marginal versus CNM’s $6 bn market cap. Absence of selling activity implies no negative sentiment, yet the volume is far too small to influence float or signal confidence. I classify this as non-impactful for portfolio weighting decisions.

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
Estimated average burden
hours per response:			0.5

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^*

MAZZARELLA KATHLEEN M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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
Class A Common Stock	06/24/2025		A		2,189(1)	A	$0	13,958	D
Class A Common Stock								82	I(2)	By LLC

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

Explanation of Responses:

1. Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2026 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

2. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder held directly by the reporting person. Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class A common stock, on a one-for-one basis.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Kathleen M. Mazzarella	06/26/2025
	** 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 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

How many shares did Director Kathleen M. Mazzarella receive in the latest CNM Form 4?

2,189 restricted stock units were granted on 06/24/2025.

When will the newly granted RSUs to CNM’s director vest?

They vest on the earlier of the one-year anniversary of 06/24/2025 or the 2026 annual shareholder meeting.

What is the director’s total Class A share ownership after the transaction?

She now holds 13,958 shares directly and 82 shares indirectly through an LLC.

Were any CNM shares sold or disposed of in this Form 4 filing?

No, the filing only reports an equity grant; there were no sales or dispositions.

Does the Form 4 indicate a 10b5-1 trading plan for this transaction?

The form provides a checkbox option, but the filing does not indicate that this RSU grant was made under a 10b5-1 plan.