Core & Main director awarded 2,799 RSUs

Gipson Dennis G reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gipson Dennis G reported acquisition or exercise transactions in this Form 4 filing.

Core & Main, Inc. director Dennis G. Gipson received an award of 2,799 shares of Class A common stock in the form of restricted stock units as director compensation. The award was recorded at a price of $0.00 per share, indicating it is a compensation grant rather than an open-market purchase.

The restricted stock units will vest upon the earlier of the one-year anniversary of the grant date or the company’s next annual meeting of shareholders to be held in 2027, subject to his continued board service. After this grant, Gipson directly holds 16,757 shares of Class A common stock.

Insider Trade Summary

Grant/Award: 2,799 shares

Grant/Award 1 txn

Insider Gipson Dennis G

Role Director

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

Holdings After Transaction: Class A Common Stock — 16,757 shares (Direct)

Footnotes (1)

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.

Key Figures

RSU grant size: 2,799 shares Grant price: $0.00 per share Holdings after transaction: 16,757 shares +2 more

5 metrics

RSU grant size 2,799 shares Restricted stock units granted to director as compensation

Grant price $0.00 per share Compensation award, not open-market purchase

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

Vesting timing One-year anniversary or 2027 meeting RSUs vest by earlier of one year from grant or 2027 annual meeting

Transaction date June 23, 2026 Date of RSU grant on Form 4

Key Terms

restricted stock units, director compensation, Class A Common Stock, annual meeting of shareholders

4 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"

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.

annual meeting of shareholders financial

"the Issuer's next annual meeting of shareholders to be held in 2027"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

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

What insider transaction did CNM director Dennis G. Gipson report?

Dennis G. Gipson reported receiving 2,799 restricted stock units of Core & Main Class A common stock as director compensation. The grant was awarded at $0.00 per share and will settle in shares upon vesting, rather than involving any cash purchase.

How many Core & Main (CNM) shares does Dennis G. Gipson hold after this Form 4?

After this grant, Dennis G. Gipson directly holds 16,757 shares of Core & Main Class A common stock. This total includes the impact of the newly awarded 2,799 restricted stock units that will convert into shares once they vest under the stated conditions.

What are the vesting terms of the CNM restricted stock units granted to Dennis G. Gipson?

The 2,799 restricted stock units granted to Dennis G. Gipson vest upon the earlier of the one-year anniversary of the grant date or Core & Main’s next annual meeting of shareholders in 2027. Vesting requires his continued service as a director through that vesting event.

Was cash paid for the Core & Main (CNM) shares in this insider transaction?

No cash was paid for these shares. The 2,799 units were granted at $0.00 per share as part of Dennis G. Gipson’s director compensation and will be settled in shares of Class A common stock when they vest, not through a market purchase.

Is the CNM Form 4 transaction a market buy or a compensation award?

The transaction is a compensation award, not a market buy. The Form 4 describes it as a grant or award acquisition of 2,799 restricted stock units for director compensation, with a zero dollar per share price and vesting tied to service and the 2027 annual meeting.

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^*

Gipson Dennis G

(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

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.

Remarks:

	/s/ Jackie Burkhardt, as Attorney-in-Fact for Dennis G. Gipson	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)