Core & Main Strengthens Board Retention with New Stock Compensation Package

Rhea-AI Filing Summary

Core & Main director Robert M. Buck received 2,189 restricted stock units (RSUs) as director compensation on June 24, 2025. Following this transaction, Buck directly owns 13,050 shares of Class A Common Stock.

Key transaction details:

• The RSUs were granted at $0 cost to the director
• Vesting occurs at the earlier of: one-year anniversary of grant date or next annual shareholder meeting in 2026
• RSUs will be settled in Class A common stock
• Vesting is contingent on continued service as director

This Form 4 filing was submitted by Mark Whittenburg as attorney-in-fact for Buck on June 26, 2025, within the required two-business-day reporting window for insider transactions.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Buck Robert M

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		A		2,189(1)	A	$0	13,050	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 restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2026 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Robert M. Buck	06/26/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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

How many shares did CNM director Robert Buck acquire on June 24, 2025?

Robert Buck acquired 2,189 restricted stock units (RSUs) of CNM Class A Common Stock on June 24, 2025, granted as director compensation.

What is the vesting schedule for CNM director Robert Buck's RSU grant?

The RSUs will vest upon the earlier of either the one-year anniversary of the grant date or CNM's next annual meeting of shareholders to be held in 2026, subject to Buck's continued service as a director.

How much did CNM director Robert Buck pay for the RSUs granted on June 24, 2025?

Robert Buck received the RSUs at a price of $0 as they were granted as part of his director compensation package.

How many shares of CNM does Robert Buck own after the June 24, 2025 transaction?

Following the RSU grant, Robert Buck beneficially owns 13,050 shares of CNM Class A Common Stock held directly (Form: Direct Ownership).