Core & Main (NYSE: CNM) CEO has 1,415 shares withheld for RSU taxes

Rhea-AI Filing Summary

Core & Main, Inc. Chief Executive Officer Mark R. Witkowski reported two routine tax-withholding transactions related to equity compensation. On March 10, 2026, 937 shares of Class A common stock were withheld at $49.38 per share, and on March 9, 2026, 478 shares were withheld at $49.96 per share. According to the disclosure, these shares were withheld by the company to cover tax obligations upon vesting of restricted stock units, rather than sold in open-market trades. Following these transactions, Witkowski directly held 34,432 shares of 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^*

Witkowski Mark R

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		478(1)	D	$49.96	35,369	D
Class A Common Stock	03/10/2026		F		937(1)	D	$49.38	34,432	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 Mark R. Witkowski	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CNM CEO Mark R. Witkowski report in this Form 4?

He reported shares withheld for taxes, not market sales. The company withheld 1,415 Class A shares to cover tax obligations on vesting restricted stock units, and he continued to hold 34,432 shares directly afterward.

How many Core & Main (CNM) shares were withheld for taxes?

A total of 1,415 shares were withheld for tax purposes. This included 937 shares on March 10, 2026 at $49.38 per share and 478 shares on March 9, 2026 at $49.96 per share.

Were CNM CEO Mark Witkowski’s transactions open-market sales?

No, the transactions were tax-withholding dispositions. The filing states the shares were withheld by Core & Main to satisfy tax liabilities from vesting restricted stock units, rather than sold on the open market.

How many CNM shares does the CEO hold after these tax withholdings?

He directly holds 34,432 Class A shares after the transactions. This post-transaction balance reflects his remaining ownership following the 1,415 shares withheld by the company for tax obligations.

What does transaction code "F" mean in this CNM Form 4?

Code “F” indicates a tax-withholding disposition. It shows shares were delivered back to the issuer to pay exercise price or tax liabilities, often tied to vesting equity awards rather than discretionary buying or selling.

What triggered the tax withholding in CNM’s CEO equity transactions?

The withholding was triggered by RSU vesting. A footnote explains the withheld shares covered tax obligations upon the vesting of a portion of restricted stock units previously granted to the reporting person.