Core & Main (NYSE: CNM) president receives new stock and option awards

Rhea-AI Filing Summary

Core & Main, Inc. President Bradford A. Cowles reported routine equity compensation and related tax withholding. He received stock options for 50,676 shares of Class A common stock at an exercise price of $47.63 per share, expiring in 2036, vesting in three equal installments on March 11, 2027, 2028 and 2029.

He was also granted 7,086 restricted stock units, each representing one share of Class A common stock, vesting on the same three annual dates. Separately, 607 shares of Class A common stock were withheld at $49.16 per share to cover tax obligations upon vesting of earlier RSUs. Following these transactions, he directly holds 25,491 shares of Class A common stock and 50,676 options.

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^*

Cowles Bradford A

(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)
	President

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		607(1)	D	$49.16	18,405	D
Class A Common Stock	03/12/2026		A		7,086(2)	A	$0	25,491	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		50,676		(3)	03/12/2036	Class A Common Stock	50,676	$0	50,676	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 Bradford A. Cowles	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 Core & Main (CNM) President Bradford A. Cowles report?

Bradford A. Cowles reported routine equity compensation transactions. He received stock options for 50,676 shares and 7,086 restricted stock units, and had 607 shares withheld to cover taxes related to prior RSU vesting, while increasing his overall direct equity exposure in Core & Main.

How many stock options did CNM’s president receive and at what exercise price?

Cowles was granted options on 50,676 shares of Class A stock. The options carry an exercise price of $47.63 per share and expire in 2036, providing a long-dated incentive aligned with Core & Main’s share price performance over the coming years.

What restricted stock unit (RSU) awards did the Core & Main president receive?

Cowles received 7,086 restricted stock units. Each RSU represents a right to one share of Class A common stock. These RSUs vest in three equal annual installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the governing RSU agreement.

Why were 607 CNM shares withheld in Bradford A. Cowles’ Form 4 filing?

607 shares were withheld to satisfy tax withholding obligations. The filing explains these shares were retained by Core & Main at a price of $49.16 per share upon vesting of a portion of previously granted RSUs, rather than being sold on the open market.

What is the vesting schedule for Bradford A. Cowles’ new Core & Main equity awards?

Both the RSUs and options vest over three years. They vest in equal installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the respective Participant Restricted Stock Unit Agreement and Participant Stock Option Agreement.

How many Core & Main shares does the president hold after these transactions?

After the reported transactions, Cowles directly holds 25,491 shares. In addition, he has 50,676 stock options outstanding from the new grant, giving him meaningful ongoing exposure to Core & Main’s future share price performance through both stock and options.