Core & Main (CNM) grants stock options and RSUs to Chief Accounting Officer

Rhea-AI Filing Summary

Core & Main, Inc. reported that Chief Accounting Officer John Weldon Stephens received equity compensation and had shares withheld for taxes. On March 12, 2026, he was granted 6,684 stock options with 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.

He was also granted 936 restricted stock units (RSUs), each representing one share of Class A common stock, vesting on the same three annual dates. On March 11, 2026, 107 shares of Class A common stock were withheld at $49.16 per share to cover tax obligations upon RSU vesting. Following these transactions, he directly owned 17,374 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^*

Stephens John Weldon

(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)
	Chief Accounting 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		107(1)	D	$49.16	16,438	D
Class A Common Stock	03/12/2026		A		936(2)	A	$0	17,374	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		6,684		(3)	03/12/2036	Class A Common Stock	6,684	$0	6,684	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 John W. Stephens	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’s Chief Accounting Officer report?

Core & Main’s Chief Accounting Officer John Weldon Stephens reported equity compensation grants and tax withholding. He received 6,684 stock options and 936 restricted stock units, while 107 shares of Class A common stock were withheld to satisfy tax obligations related to previously granted RSUs.

How many Core & Main (CNM) stock options were granted to the CAO?

John Weldon Stephens received 6,684 stock options in Core & Main Class A common stock. These options have an exercise price of $47.63 per share, expire on March 12, 2036, and vest in three equal annual installments beginning March 11, 2027, continuing through March 11, 2029.

What RSU awards did Core & Main (CNM) grant to its Chief Accounting Officer?

Core & Main granted 936 restricted stock units (RSUs) to Chief Accounting Officer John Weldon Stephens. 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 award agreement terms.

Why were 107 CNM shares disposed of in the Form 4 filing?

The 107 shares of Core & Main Class A common stock were withheld to cover tax obligations. The filing states these shares were retained by the issuer for tax withholding upon the vesting of a portion of previously granted restricted stock units, not sold in an open-market transaction.

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

After the reported transactions, Chief Accounting Officer John Weldon Stephens directly owned 17,374 shares of Core & Main Class A common stock. This total reflects the new RSU-related share grant and the 107 shares withheld for taxes in connection with RSU vesting activity.

What is the vesting schedule for the CNM options and RSUs granted?

Both the 6,684 stock options and the 936 RSUs vest in three equal annual installments. The vesting dates are March 11, 2027, March 11, 2028, and March 11, 2029, contingent on the terms of the Participant Stock Option Agreement and Restricted Stock Unit Agreement.