Core & Main (NYSE: CNM) insider reports 835 shares withheld for taxes

Rhea-AI Filing Summary

Core & Main, Inc. General Counsel and Secretary Mark G. Whittenburg reported routine share dispositions related to tax withholding, not open-market sales. On March 10, 557 shares of Class A common stock were withheld at $49.38 per share, leaving 8,856 shares held directly afterward. On March 9, 278 shares were withheld at $49.96 per share, leaving 9,413 shares held directly after that transaction. A footnote explains these 835 total shares were withheld by the issuer to satisfy tax obligations upon vesting of restricted stock units granted to Whittenburg, reflecting a compensation-related event rather than discretionary trading.

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^*

Whittenburg Mark 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)
	General Counsel and Secretary

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		278(1)	D	$49.96	9,413	D
Class A Common Stock	03/10/2026		F		557(1)	D	$49.38	8,856	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	03/11/2026
	** 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).
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FAQ

What did Core & Main (CNM) insider Mark G. Whittenburg report on this Form 4?

Mark G. Whittenburg reported tax-related share withholding, not an open-market trade. The issuer withheld 835 Class A common shares upon vesting of restricted stock units, covering tax obligations tied to his equity compensation rather than reflecting a discretionary buy or sell decision.

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

A total of 835 Core & Main Class A shares were withheld for taxes. This includes 557 shares on March 10 at $49.38 and 278 shares on March 9 at $49.96, all applied to satisfy tax obligations from restricted stock unit vesting.

Are the Core & Main (CNM) Form 4 transactions open-market sales by the insider?

No, the transactions are tax-withholding dispositions, not market sales. The filing labels both as code F and a footnote clarifies the issuer withheld the shares to pay tax liabilities from restricted stock unit vesting, a routine compensation-related event.

How many Core & Main (CNM) shares does Mark G. Whittenburg hold after these transactions?

Whittenburg directly holds 8,856 Core & Main Class A shares after the latest event. Following the March 10 tax-withholding disposition of 557 shares, his reported direct ownership position stands at 8,856 shares of Class A common stock.

What does transaction code F mean in the Core & Main (CNM) Form 4?

Code F indicates shares used to pay exercise price or tax liabilities. In this case, the 835 Class A shares were withheld by the issuer to satisfy tax withholding obligations on restricted stock units granted to the reporting person, rather than representing a market sale.