Core & Main (CNM) Form 4: Carla Harper granted 2,091 RSUs with three-year vesting

Rhea-AI Filing Summary

Core & Main, Inc. (CNM) reporting person Carla D. Harper, Senior VP Human Resources, received a grant of 2,091 restricted stock units (RSUs) on 09/03/2025. Each RSU converts to one share of Class A common stock and the grant was recorded at a $0 transaction price. Following the grant, Ms. Harper beneficially owns 11,766 shares. The RSUs vest in three equal annual installments on August 4, 2026, August 4, 2027 and August 4, 2028, subject to the Participant Restricted Stock Unit Agreement. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• 2,091 RSUs granted to Carla D. Harper, increasing her reported beneficial ownership to 11,766 shares
• Clear vesting schedule provided: equal annual installments on August 4, 2026, 2027, and 2028

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received a standard RSU grant of 2,091 units, increasing beneficial ownership to 11,766 shares; vesting over three years.

The filing documents a non-derivative award: 2,091 RSUs granted at a reported price of $0, which is typical for equity compensation awards that convert to shares upon vesting. The vesting schedule is specified with clear annual installments on August 4 of 2026, 2027 and 2028. This disclosure is routine for executives and shows the precise future dilution pathway for these units; however, the filing contains no information on total outstanding shares or dilutive impact percentages, so material ownership impact cannot be quantified from this form alone.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported award and vesting terms; no irregularities or unusual terms are evident in the Form 4.

The report clearly identifies the reporting person, relationship to the issuer, the grant amount, conversion mechanics (one share per RSU) and the three-year vesting schedule. The transaction is recorded as an acquisition (code A) and the post-transaction beneficial ownership is specified. The form is signed by an attorney-in-fact, satisfying filing formalities. The filing does not include additional governance context such as board approval details or compensation committee minutes.

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^*

Harper Carla 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)
	Senior VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		A		2,091(1)	A	$0	11,766	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 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 August 4, 2026, August 4, 2027 and August 4, 2028, subject to the terms of the associated Participant Restricted Stock Unit Agreement.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for Carla D. Harper	09/05/2025
	** 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 did CNM insider Carla D. Harper receive on 09/03/2025?

She received 2,091 restricted stock units (RSUs), each representing a contingent right to one share of Class A common stock.

How many shares does Carla D. Harper beneficially own after the transaction?

The Form 4 reports 11,766 shares beneficially owned following the reported transaction.

When do the RSUs vest for CNM insider Carla D. Harper?

The RSUs vest in three equal annual installments on August 4, 2026, August 4, 2027, and August 4, 2028.

What price was reported for the RSU grant on the Form 4?

The transaction price reported on the Form 4 is $0.

Who signed the Form 4 for Carla D. Harper and when?

The form was signed by Mark Whittenburg, as Attorney-in-Fact for Carla D. Harper on 09/05/2025.