Core & Main (NYSE: CNM) SVP has 266 shares withheld for taxes

Rhea-AI Filing Summary

Core & Main, Inc. Senior VP of Human Resources Carla D. Harper reported two small share dispositions that were purely for tax purposes. On March 9 and 10, 2026, a total of 266 shares of Class A common stock were withheld by the company at prices around $49–$50 per share to cover taxes upon vesting of restricted stock units. After these tax-withholding transactions, she directly holds 11,500 shares of Core & Main Class A common stock.

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^*

Harper Carla 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)
	Senior VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		F		77(1)	D	$49.96	11,689	D
Class A Common Stock	03/10/2026		F		189(1)	D	$49.38	11,500	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

Explanation of Responses:

1. Represents shares withheld by the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units granted to the reporting person.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Carla D. Harper	03/11/2026
	** 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).
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FAQ

What insider transactions did CNM executive Carla D. Harper report?

Carla D. Harper reported two tax-related share dispositions. A total of 266 Class A shares were withheld by Core & Main to satisfy tax obligations upon vesting of restricted stock units, rather than being sold on the open market.

Were the CNM insider transactions by Carla D. Harper open-market sales?

No, the transactions were not open-market sales. Form 4 shows code F transactions, meaning shares were withheld by the issuer solely to cover tax liabilities associated with vesting restricted stock units granted to the executive.

How many CNM shares were withheld for taxes from Carla D. Harper’s awards?

A total of 266 CNM Class A shares were withheld. The Form 4 reports 189 shares at $49.38 per share and 77 shares at $49.96 per share, all applied toward tax-withholding obligations on vested restricted stock units.

How many CNM shares does Carla D. Harper hold after these transactions?

Carla D. Harper holds 11,500 CNM shares directly after the transactions. The Form 4 shows this post-transaction balance following the tax-withholding dispositions related to vesting restricted stock units, reflecting her remaining direct equity stake.

What does transaction code F mean in the CNM Form 4 for Carla D. Harper?

Code F indicates a tax-withholding disposition of shares. In this CNM filing, it shows the issuer withheld shares from vested restricted stock units to pay exercise price or tax liabilities, not that the executive executed discretionary stock sales.