Core & Main (CNM) EVP Jeffrey Giles granted RSUs and 10,617 stock options

Rhea-AI Filing Summary

Core & Main executive Jeffrey D. Giles reported new equity awards in the company. On January 26, 2026, the EVP, Corporate Development received 4,377 restricted stock units, each representing one share of Class A common stock, and now beneficially owns 6,660 Class A shares directly.

Giles was also granted 10,617 stock options with a $57.14 exercise price, covering 10,617 Class A shares. Both the RSUs and options vest in three equal annual installments on January 26, 2027, 2028 and 2029, subject to their respective award agreements.

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

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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^*

Giles Jeffrey 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)
	EVP, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		A		4,377(1)	A	$0	6,660	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)	$57.14	01/26/2026		A		10,617		(2)	01/26/2036	Class A Common Stock	10,617	$0	10,617	D

Explanation of Responses:

1. Represents restricted stock units ("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 January 26, 2027, January 26, 2028 and January 26, 2029, subject to the terms of the associated Participant Restricted Stock Unit Agreement.

2. The options vest in three equal installments on January 26, 2027, January 26, 2028 and January 26, 2029, subject to the terms of the associated Participant Stock Option Agreement.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles	01/28/2026
	** 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.

FAQ

What insider transactions did CNM executive Jeffrey D. Giles report?

Jeffrey D. Giles reported receiving equity awards in Core & Main. He was granted 4,377 restricted stock units and 10,617 stock options, both tied to Class A common stock, as part of his compensation package on January 26, 2026.

How many Core & Main (CNM) shares does Jeffrey D. Giles now own?

After the reported transaction, Jeffrey D. Giles beneficially owns 6,660 shares of Core & Main Class A common stock directly. This figure reflects his holdings following the grant of 4,377 restricted stock units reported for January 26, 2026.

What are the terms of Jeffrey D. Giles’ RSU grant at Core & Main (CNM)?

Giles received 4,377 restricted stock units, each representing one share of Class A common. These RSUs vest in three equal annual installments on January 26, 2027, January 26, 2028, and January 26, 2029, subject to his Participant Restricted Stock Unit Agreement.

What are the details of the stock options granted to Jeffrey D. Giles at CNM?

Giles was granted 10,617 stock options with a $57.14 exercise price, covering 10,617 Class A shares. The options vest in three equal installments on January 26, 2027, January 26, 2028, and January 26, 2029, under his Participant Stock Option Agreement.

Are Jeffrey D. Giles’ Core & Main equity awards directly owned?

Yes. The Form 4 lists the 6,660 shares of Class A common stock and 10,617 stock options as directly owned by Jeffrey D. Giles, with no indirect ownership entity or special nature of ownership noted in the filing data.

What is Jeffrey D. Giles’ role at Core & Main (CNM)?

Jeffrey D. Giles serves as an officer of Core & Main with the title EVP, Corporate Development. His position is disclosed in the Form 4 alongside the reported grants of restricted stock units and stock options on January 26, 2026.