Core & Main (CNM) CEO receives new stock options and RSU grants

Rhea-AI Filing Summary

Core & Main, Inc. reported that Chief Executive Officer Mark R. Witkowski received new equity awards. On March 12, 2026, he was granted options to buy 131,382 shares of Class A common stock at $47.63 per share, vesting in three equal installments on March 11, 2027, 2028 and 2029. He also received 18,372 restricted stock units, each representing one share of Class A common stock, vesting on the same dates, and after this grant he directly owned 51,119 shares. Separately, on March 11, 2026, 1,685 shares were withheld at $49.16 per share to cover tax obligations upon vesting of previously granted RSUs, which is not an open-market sale.

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^*

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)
03/11/2026

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		1,685(1)	D	$49.16	32,747	D
Class A Common Stock	03/12/2026		A		18,372(2)	A	$0	51,119	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		131,382		(3)	03/12/2036	Class A Common Stock	131,382	$0	131,382	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 Mark R. Witkowski	03/13/2026
	** 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 equity awards did Core & Main (CNM) grant to its CEO?

Core & Main granted CEO Mark R. Witkowski stock options and restricted stock units. He received options for 131,382 shares at $47.63 per share and 18,372 RSUs, all tied to Class A common stock, as part of his compensation package.

How do Mark Witkowski’s new stock options at Core & Main (CNM) vest?

The CEO’s stock options vest in three equal installments. The 131,382 options vest one-third each on March 11, 2027, March 11, 2028, and March 11, 2029, under the Participant Stock Option Agreement, with an expiration date of March 12, 2036.

What are the terms of the RSU grant to the Core & Main (CNM) CEO?

Mark Witkowski received 18,372 restricted stock units. Each RSU represents a contingent right to one share of Class A common stock and vests in three equal annual installments on March 11, 2027, March 11, 2028, and March 11, 2029, under a Restricted Stock Unit Agreement.

Did the Core & Main (CNM) CEO sell shares in this Form 4 filing?

The filing reports shares disposed only for tax withholding purposes. On March 11, 2026, 1,685 shares of Class A common stock were withheld at $49.16 per share to satisfy tax obligations upon RSU vesting, not through an open-market sale.

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

After the March 12, 2026 RSU grant, Mark Witkowski directly holds 51,119 shares. This figure reflects his Class A common stock position following the reported acquisition of 18,372 RSUs as compensation.

What is the exercise price and expiration for the Core & Main (CNM) CEO options?

The CEO’s options have a $47.63 per share exercise price and a 2036 expiration. Specifically, 131,382 options to buy Class A common stock expire on March 12, 2036, providing long-dated equity-linked compensation.