Core & Main director granted 2,799 RSUs

MAZZARELLA KATHLEEN M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MAZZARELLA KATHLEEN M reported acquisition or exercise transactions in this Form 4 filing.

Core & Main, Inc. director Kathleen M. Mazzarella reported a compensation-related equity grant and updated her holdings of Class A common stock. She received 2,799 restricted stock units as director compensation, with no cash paid per share. These units vest upon the earlier of the one-year anniversary of the grant date or the company’s next annual shareholder meeting to be held in 2027, subject to her continued service as a director.

After the grant, she directly holds 16,757 shares of Class A common stock. Separately, an entity called Core & Main Management Feeder, LLC holds 82 shares for her benefit, tied to units in that LLC that are redeemable on a one-for-one basis for Class A common stock.

Insights

Insider transactions analyst

Routine director equity grant with small additional indirect holding disclosed.

Director Kathleen M. Mazzarella received 2,799 restricted stock units as part of her director compensation, with no purchase price. These RSUs vest upon time- and service-based conditions and are settled in Class A common stock when vested.

Following this grant, she directly owns 16,757 shares and has an additional indirect interest in 82 shares via Core & Main Management Feeder, LLC, redeemable one-for-one into Class A common stock. The filing reflects standard equity-based compensation rather than an open-market buy or sell, so it is generally interpreted as an administrative, neutral event.

Insider Trade Summary

Grant/Award: 2,799 shares

Grant/Award 2 txns

Insider MAZZARELLA KATHLEEN M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,799	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 16,757 shares (Direct); Class A Common Stock — 82 shares (Indirect, By LLC)

Footnotes (2)

1. F1. 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 2027 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. F2. 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.

Key Figures

RSU grant size: 2,799 restricted stock units Grant price per unit: $0.0000 per unit Direct holdings after grant: 16,757 shares +2 more

5 metrics

RSU grant size 2,799 restricted stock units Director compensation grant on June 23, 2026

Grant price per unit $0.0000 per unit RSU grant to director

Direct holdings after grant 16,757 shares Class A common stock held directly after transaction

Indirect holdings via LLC 82 shares Held by Core & Main Management Feeder, LLC for reporting person

Vesting condition date 2027 annual meeting or one-year from grant RSUs vest upon earlier of these dates, subject to service

Key Terms

restricted stock units, director compensation, Class A common stock, Management Feeder, +1 more

5 terms

restricted stock units financial

"Represents restricted stock units granted as director compensation."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

director compensation financial

"Represents restricted stock units granted as director compensation."

Class A common stock financial

"be settled in shares of Class A common stock, subject to the reporting person's continued service"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Management Feeder financial

"Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder")"

LLC Agreement financial

"Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CNM director Kathleen M. Mazzarella report?

Kathleen M. Mazzarella reported receiving 2,799 restricted stock units of Core & Main Class A common stock as director compensation. These units carry no purchase price and represent an equity award rather than an open-market stock purchase or sale.

When do Kathleen M. Mazzarella’s new CNM restricted stock units vest?

The 2,799 restricted stock units vest upon the earlier of the one-year anniversary of the grant date or Core & Main’s next annual shareholder meeting in 2027, subject to Mazzarella’s continued service as a director during that period.

How many Core & Main shares does Kathleen M. Mazzarella hold after this Form 4?

After the reported grant, Kathleen M. Mazzarella directly holds 16,757 shares of Core & Main Class A common stock. She also has an indirect interest in 82 shares through Core & Main Management Feeder, LLC, tied to redeemable units.

Is the CNM Form 4 transaction a stock purchase or sale by the director?

The Form 4 shows a grant of 2,799 restricted stock units as director compensation, not an open-market purchase or sale. The transaction code is “A,” indicating a grant, award, or other acquisition from the company rather than trading in the market.

What is Core & Main Management Feeder, LLC’s role in Kathleen M. Mazzarella’s CNM holdings?

Core & Main Management Feeder, LLC holds 82 shares of Class A common stock for Mazzarella’s benefit. These correspond to vested units she holds in the LLC, which are redeemable at her discretion one-for-one into Core & Main Class A common stock.

Are Kathleen M. Mazzarella’s CNM restricted stock units settled in shares or cash?

The restricted stock units are scheduled to be settled in shares of Core & Main Class A common stock upon vesting. The filing specifies settlement in stock, reflecting equity-based director compensation rather than a cash-based award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 08:01 PM EDT Learn about SEC filing dates

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^*

MAZZARELLA KATHLEEN M

(Last) (First) (Middle)

C/O CORE & MAIN, INC.

1830 CRAIG PARK COURT

(Street)

ST. LOUIS MISSOURI 63146

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/23/2026		A		2,799(1)	A	$0	16,757	D
Class A Common Stock								82	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 2027 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/ Jackie Burkhardt, as Attorney-in-Fact for Kathleen M. Mazzarella	06/24/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)