Core & Main Board Member Castellano Increases Stake with New RSU Award

Rhea-AI Filing Summary

Core & Main Director James G. Castellano received 2,189 restricted stock units (RSUs) on June 24, 2025, as part of director compensation. The RSUs will vest on either the one-year anniversary of the grant date or at the company's next annual shareholder meeting in 2026, whichever occurs first, subject to continued service as director.

Following the transaction, Castellano's holdings include:

• 4,638 shares of Class A Common Stock held directly
• 9,320 shares held indirectly through the James G. Castellano Revocable Trust dated November 8, 1988

The RSUs were granted at $0 exercise price and will be settled in Class A common stock upon vesting. The transaction was reported through Form 4 filing, with Mark Whittenburg signing as Attorney-in-Fact for Castellano on June 26, 2025.

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^*

Castellano James 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)

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	4,638	D
Class A Common Stock								9,320	I(2)	By Trust

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 indirectly by the reporting person through the James G. Castellano Revocable Trust dated November 8, 1988.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for James G. Castellano	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 CNM restricted stock units did James Castellano receive on June 24, 2025?

James Castellano received 2,189 restricted stock units as director compensation on June 24, 2025. These units were granted at $0 and will vest upon the earlier of the one-year anniversary of the grant date or Core & Main's next annual meeting in 2026.

What is the total amount of CNM Class A Common Stock owned by James Castellano?

James Castellano owns a total of 13,958 shares of CNM Class A Common Stock, consisting of 4,638 shares held directly and 9,320 shares held indirectly through the James G. Castellano Revocable Trust dated November 8, 1988.

When will James Castellano's CNM restricted stock units vest?

The restricted stock units will vest at the earlier of either the one-year anniversary of the grant date (June 24, 2026) or Core & Main's next annual meeting of shareholders to be held in 2026, subject to Castellano's continued service as a director.

What positions does James Castellano hold at CNM according to the Form 4?

According to the Form 4 filing, James G. Castellano serves as a Director of Core & Main, Inc. (CNM). This is indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.