Core & Main Officer Acquires 12,717 Shares via Option Exercise

Rhea-AI Filing Summary

John W. Stephens, Chief Accounting Officer of Core & Main, Inc. (CNM), reported option exercises and an acquisition of shares on 09/12/2025. He exercised 12,717 stock options at an exercise price of $20.81 per share, resulting in acquisition of 12,717 Class A common shares. After the transaction he beneficially owned 16,837 Class A common shares in total, held directly. The option grant vested in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025.

The Form 4 was signed by an attorney-in-fact on 09/16/2025. No derivative holdings remain following the reported exercises, and the filing indicates a routine insider exercise rather than a sale or disposition.

Insights

Financial Analyst

TL;DR: Insider exercised vested options to acquire 12,717 shares at $20.81; ownership rises to 16,837 shares—routine, limited market impact.

The reporting shows a standard exercise of vested employee stock options rather than a sale. The exercise price of $20.81 and the post-transaction holding of 16,837 shares are explicit. For investors, this transaction signals management converting compensation into equity ownership but does not change outstanding share count or reflect a liquidation event. No sales or transfers were reported that would increase float.

Corporate Governance Expert

TL;DR: Option vesting schedule completed with final tranche exercised; governance signal is ownership alignment, not a material governance change.

The disclosure documents that the options vested in three equal installments with the final vested on March 11, 2025, and were exercised on September 12, 2025. The filing is timely and signed by an attorney-in-fact. This is a routine insider disclosure consistent with compensation plan mechanics rather than a change in board-level control or a governance event.

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^*

Stephens John Weldon

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		M		12,717	A	$20.81	16,837	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)	$20.81	09/12/2025		M			12,717	(1)	03/10/2032	Class A Common Stock	12,717	$0	0	D

Explanation of Responses:

1. The options vested in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for John W. Stephens	09/16/2025
	** 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

What did CNM insider John W. Stephens report on Form 4?

He reported exercising 12,717 options on 09/12/2025 to acquire 12,717 Class A shares at an exercise price of $20.81 per share.

How many CNM shares does John W. Stephens own after the transaction?

Following the reported exercise, he beneficially owned 16,837 Class A common shares.

When did the options vest that were exercised by the CNM officer?

The options vested in three equal annual installments on March 11, 2023, March 11, 2024, and March 11, 2025.

Was this Form 4 signed and when?

Yes. The Form 4 was signed by an attorney-in-fact, Mark Whittenburg, on 09/16/2025.

Did the filing report any sale or disposition of CNM shares?

No. The filing reports an acquisition by exercise of options and does not show any sales or dispositions.