Core & Main Boosts Director Stakes with Latest Stock Compensation Package

Rhea-AI Filing Summary

Core & Main director Orvin T. Kimbrough reported new transactions in Form 4 filing on June 28, 2025. Key details include:

• Acquired 2,189 restricted stock units (RSUs) of Class A Common Stock on June 24, 2025 as director compensation
• RSUs will vest at earlier of one-year anniversary or next annual shareholder meeting in 2026
• Following the transaction, Kimbrough directly owns 13,958 shares of Class A Common Stock
• Additionally holds indirect ownership of 8 shares through Core & Main Management Feeder LLC
• Management Feeder Units are redeemable for Class A Common Stock on a one-for-one basis per LLC Agreement dated February 13, 2024

The RSUs were granted at $0 cost and will be settled in Class A common stock, subject to continued service as director. The filing was signed by Mark Whittenburg as Attorney-in-Fact on June 26, 2025.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kimbrough Orvin T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,189	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 13,958 shares (Direct); Class A Common Stock — 8 shares (Indirect, By LLC)

Footnotes (1)

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. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder held directly by the reporting person. Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class A common stock, on a one-for-one basis.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Kimbrough Orvin T

(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	13,958	D
Class A Common Stock								8	I(2)	By LLC

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.

2. Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder held directly by the reporting person. Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class A common stock, on a one-for-one basis.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Orvin T. Kimbrough	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 CNM restricted stock units did Orvin Kimbrough receive on June 24, 2025?

According to the Form 4 filing, Orvin Kimbrough received 2,189 restricted stock units as director compensation on June 24, 2025. These units were granted at $0 cost.

When will Orvin Kimbrough's CNM restricted stock units vest?

The restricted stock units will vest upon the earlier of either the one-year anniversary of the grant date or Core & Main's next annual meeting of shareholders to be held in 2026, subject to Kimbrough's continued service as a director.

How many shares of CNM Class A Common Stock does Orvin Kimbrough own directly after the June 24, 2025 transaction?

Following the reported transaction, Orvin Kimbrough directly owns 13,958 shares of Core & Main (CNM) Class A Common Stock.

What indirect ownership does Orvin Kimbrough have in CNM through Management Feeder LLC?

Kimbrough indirectly owns 8 shares of CNM Class A Common Stock through Core & Main Management Feeder, LLC. These shares are redeemable for Class A common stock on a one-for-one basis according to the Fourth Amended and Restated LLC Agreement dated February 13, 2024.