Core & Main (CNM) president receives new option and RSU grants

Rhea-AI Filing Summary

Core & Main, Inc. President Michael G. Huebert received new equity awards. On March 12, 2026 he was granted options for 37,539 shares of Class A common stock at an exercise price of $47.63 per share, expiring in 2036. These options vest in three equal installments on March 11, 2027, March 11, 2028 and March 11, 2029.

He was also granted 10,500 restricted stock units, each representing one share of Class A common stock, vesting in three equal annual installments on the same March 11, 2027–2029 schedule. Separately, on March 11, 2026, 447 shares were withheld at $49.16 per share to cover taxes upon vesting of previously granted RSUs, a non-market disposition. After these transactions, he directly holds 25,337 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

OMB APPROVAL

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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^*

HUEBERT MICHAEL 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		F		447(1)	D	$49.16	14,837	D
Class A Common Stock	03/12/2026		A		10,500(2)	A	$0	25,337	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)	$47.63	03/12/2026		A		37,539		(3)	03/12/2036	Class A Common Stock	37,539	$0	37,539	D

Explanation of Responses:

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

2. Represents RSUs granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. The RSUs vest in three equal annual installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Restricted Stock Unit Agreement.

3. The options vest in three equal installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Stock Option Agreement.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Michael G. Huebert	03/13/2026
	** 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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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 equity awards did Core & Main (CNM) President Michael G. Huebert receive?

Michael G. Huebert received stock options for 37,539 shares and 10,500 restricted stock units. The options have a $47.63 exercise price, and both awards vest in three equal annual installments from March 11, 2027 through March 11, 2029.

How do the new Core & Main (CNM) stock options for the president vest?

The 37,539 stock options granted to the president vest in three equal installments. Vesting dates are March 11, 2027, March 11, 2028 and March 11, 2029, aligning with the terms of the Participant Stock Option Agreement disclosed in the filing footnotes.

What are the terms of Michael G. Huebert’s new RSUs at Core & Main (CNM)?

He received 10,500 restricted stock units, each representing one share of Class A common stock. These RSUs vest in three equal annual installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the applicable RSU agreement terms.

Why were 447 Core & Main (CNM) shares withheld from Michael G. Huebert?

447 shares were withheld to satisfy tax withholding obligations when a portion of previously granted RSUs vested. This is recorded as a tax-withholding disposition at $49.16 per share, and does not represent an open-market sale by the president.

How many Core & Main (CNM) shares does the president hold after these transactions?

Following the reported transactions, Michael G. Huebert directly holds 25,337 shares of Class A common stock. This figure reflects the new RSU grant, the tax-withholding share disposition, and other changes to his direct ownership reported in the Form 4 filing.

Do the Core & Main (CNM) equity awards indicate open-market buying or selling?

No open-market trades are reported. The Form 4 shows compensation-related grants of options and RSUs, plus 447 shares withheld for taxes on RSU vesting. These events are administrative and compensation-related rather than discretionary market purchases or sales.