Core & Main (NYSE: CNM) CAO has 292 shares withheld for RSU taxes

Rhea-AI Filing Summary

Core & Main, Inc. Chief Accounting Officer John Weldon Stephens reported routine share withholdings to cover taxes on vested restricted stock units. On March 9 and 10, a total of 292 shares of Class A Common Stock were withheld at prices around the mid‑$49 range. After these tax-withholding dispositions, he directly holds 16,545 shares of Class A Common Stock. These entries reflect compensation-related tax payments rather than open‑market buying or selling.

Insights

Insider transactions analyst

Routine tax-withholding entries; no open-market trading by the CAO.

The filing shows two F-code transactions where 292 shares of Core & Main Class A Common Stock were withheld to satisfy tax liabilities upon RSU vesting for Chief Accounting Officer John Weldon Stephens. These are compensation-driven mechanics, not discretionary trades.

No purchases or open-market sales were reported, and total direct holdings stand at 16,545 shares after the withholdings. With no derivative positions listed and only tax-related dispositions, the informational value for assessing insider sentiment is limited, so the overall impact appears neutral.

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^*

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)
03/09/2026

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	03/09/2026		F		94(1)	D	$49.96	16,743	D
Class A Common Stock	03/10/2026		F		198(1)	D	$49.38	16,545	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

Explanation of Responses:

1. Represents shares withheld by the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units granted to the reporting person.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for John W. Stephens	03/11/2026
	** 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 transaction did Core & Main (CNM) report for John Weldon Stephens?

The filing reports tax-withholding dispositions, not open-market trades. A total of 292 shares of Class A Common Stock were withheld to cover taxes upon vesting of restricted stock units granted to the Chief Accounting Officer.

Did the Core & Main (CNM) Chief Accounting Officer buy or sell shares on the market?

No open-market buys or sells were reported. The Form 4 only shows F-code transactions where shares were withheld for tax liabilities related to vesting restricted stock units, a routine compensation event.

How many Core & Main (CNM) shares were withheld for taxes in this Form 4?

A combined total of 292 shares of Class A Common Stock were withheld across two transactions. These withholdings satisfied tax obligations tied to the vesting of a portion of restricted stock units granted to the reporting person.

What is John Weldon Stephens’ Core & Main (CNM) shareholding after these transactions?

Following the tax-withholding dispositions, the Chief Accounting Officer directly holds 16,545 shares of Core & Main Class A Common Stock. This figure reflects his position after the reported RSU-related tax entries.

What does transaction code F mean in the Core & Main (CNM) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, it reflects shares withheld by the issuer to cover taxes on vested restricted stock units.

Does this Core & Main (CNM) Form 4 suggest a change in insider sentiment?

The transactions are tax-withholding dispositions related to RSU vesting, not discretionary market trades. Because they result from compensation mechanics, they provide limited insight into the insider’s view of the company’s prospects.