Core & Main (NYSE: CNM) SVP granted stock options and RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Core & Main, Inc. Senior VP of Human Resources Carla D. Harper reported routine equity compensation changes. She received stock options for 17,598 shares of Class A common stock at an exercise price of $47.63 per share, expiring on March 12, 2036. These options vest in three equal installments on March 11, 2027, March 11, 2028, and March 11, 2029. She also received 2,463 restricted stock units, each representing one share of Class A common stock, vesting on the same three annual dates. On March 11, 2026, 89 shares of Class A common stock were withheld to cover tax obligations upon the vesting of previously granted RSUs. After these transactions, she directly holds 13,874 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^*

Harper Carla D

(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)
	Senior VP, Human Resources

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		89(1)	D	$49.16	11,411	D
Class A Common Stock	03/12/2026		A		2,463(2)	A	$0	13,874	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		17,598		(3)	03/12/2036	Class A Common Stock	17,598	$0	17,598	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 Carla D. Harper	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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FAQ

What insider transactions did CNM executive Carla D. Harper report on this Form 4?

Carla D. Harper reported equity compensation activity, not open-market trades. She received 17,598 stock options and 2,463 restricted stock units, and had 89 shares withheld to cover taxes from a vesting event, all as part of standard compensation arrangements.

How many Core & Main (CNM) stock options were granted to Carla D. Harper?

She received options covering 17,598 shares of Class A common stock at an exercise price of $47.63 per share. These options vest in three equal annual installments beginning March 11, 2027, aligning with typical multi-year executive incentive structures.

What restricted stock units did CNM grant to Carla D. Harper in this filing?

Core & Main granted 2,463 restricted stock units to Carla D. Harper. Each RSU represents 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, subject to the RSU agreement.

Were any Core & Main (CNM) shares sold by Carla D. Harper in this Form 4?

No open-market sale was reported. The filing shows 89 shares of Class A common stock were withheld by the company on March 11, 2026 solely to satisfy tax withholding obligations tied to vesting restricted stock units previously granted.

What are Carla D. Harper’s reported share holdings in CNM after these transactions?

Following the reported transactions, Carla D. Harper directly holds 13,874 shares of Core & Main Class A common stock. This balance reflects the grant of new RSUs and the 89 shares withheld for tax purposes, as detailed in the Form 4 filing.

When do Carla D. Harper’s new CNM stock options and RSUs vest?

Both the 17,598 stock options and 2,463 restricted stock units vest in three equal annual installments. The vesting dates are March 11, 2027, March 11, 2028, and March 11, 2029, subject to their respective award agreements.