Core & Main (NYSE: CNM) chair withholds 4,600 shares to cover taxes

Rhea-AI Filing Summary

Core & Main, Inc. Executive Chair Stephen O. LeClair reported two tax-related share dispositions tied to restricted stock unit vesting. On March 10, 2026, 3,081 shares of Class A common stock were withheld at $49.38 per share, and on March 9, 2026, 1,519 shares were withheld at $49.96 per share. These transactions were coded as tax-withholding dispositions, and a footnote states the shares were withheld by the issuer for tax purposes upon vesting. Following the later transaction, LeClair directly owned 66,136 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^*

LeClair Stephen O

(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)
	Executive Chair

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		1,519(1)	D	$49.96	69,217	D
Class A Common Stock	03/10/2026		F		3,081(1)	D	$49.38	66,136	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 Stephen O. LeClair	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 insider transactions did CNM Executive Chair Stephen O. LeClair report?

Stephen O. LeClair reported two tax-withholding dispositions of Core & Main Class A common stock. On March 9 and March 10, 2026, a total of 4,600 shares were delivered to the issuer to satisfy tax obligations linked to restricted stock unit vesting.

How many CNM shares were used for tax withholding in these Form 4 filings?

A total of 4,600 Core & Main Class A shares were withheld for tax purposes. This includes 1,519 shares at $49.96 per share on March 9, 2026, and 3,081 shares at $49.38 per share on March 10, 2026, as reported on Form 4.

Were Stephen O. LeClair’s CNM transactions open-market sales or tax-related dispositions?

The transactions were tax-related dispositions, not ordinary market trades. They are coded as “F” on Form 4 and described as payments of tax liability by delivering securities, with a footnote confirming shares were withheld upon restricted stock unit vesting.

How many Core & Main (CNM) shares does Stephen O. LeClair hold after these transactions?

After the March 10, 2026 tax-withholding transaction, Stephen O. LeClair directly held 66,136 shares of Core & Main Class A common stock. This figure reflects his position immediately following the most recent reported tax-related share disposition.

What does transaction code “F” mean in the CNM Form 4 filed by Stephen O. LeClair?

Code “F” indicates shares delivered to cover exercise price or tax liabilities. In this CNM filing, both transactions are labeled as tax-withholding dispositions, meaning shares were withheld by the issuer to satisfy tax obligations associated with equity award vesting.