Morgan Stanley files amendment; holds 2.7% of Core & Main (NYSE: CNM)

Rhea-AI Filing Summary

Core & Main, Inc. ownership update: Morgan Stanley and Morgan Stanley Investment Management Inc. report reduced beneficial holdings of Class A Common Stock. Morgan Stanley shows 5,070,951 shares with 4,570,651 shared voting power and 5,036,169 shared dispositive power, representing 2.7% of the class. Morgan Stanley Investment Management Inc. shows 3,339,088 shares with 2,906,590 shared voting power, representing 1.8%. The filing states both have ceased to be beneficial owners of more than five percent.

Insights

Institutional Ownership Analyst

Large holder drops below 5% threshold; ownership remains disclosed.

The filing amends prior statements to show Morgan Stanley holds 5,070,951 shares (2.7%) and related shared voting/dispositive powers of 4,570,651 and 5,036,169, respectively. This is an ownership disclosure update under Schedule 13G/A.

Institutional activity that reduces a >5% stake can change reporting obligations; subsequent filings could show further position changes. The filing lists joint-filing exhibits including a Joint Filing Agreement.

Corporate Governance Specialist

Disclosure clarifies reporting status and voting/dispositive relationships.

The amendment attributes holdings to MS reporting units and specifies shared powers rather than sole control, reflecting aggregated ownership treatment under the referenced Release. It includes an Item 7 exhibit reference for subsidiary identification where applicable.

Governance impact is procedural: the change affects Section 13 filing categorization and public transparency of large-holder influence.

Key Figures

Morgan Stanley beneficially owned: 5,070,951 shares Morgan Stanley shared voting power: 4,570,651 Morgan Stanley shared dispositive power: 5,036,169 +4 more

7 metrics

Morgan Stanley beneficially owned 5,070,951 shares Class A Common Stock

Morgan Stanley shared voting power 4,570,651 shared voting power over Class A

Morgan Stanley shared dispositive power 5,036,169 shared dispositive power over Class A

Morgan Stanley percent of class 2.7% percent of Class A common stock

MSIM beneficially owned 3,339,088 shares Class A Common Stock

MSIM shared voting power 2,906,590 shared voting power over Class A

Filing signature dates 05/11/2026 signed by authorized signatories

Key Terms

Schedule 13G/A, beneficial owner, shared dispositive power, Joint Filing Agreement

4 terms

Schedule 13G/A regulatory

"Amendment No. 3 Core & Main, Inc. Class A Common Stock"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficial owner financial

"has ceased to be the beneficial owner of more than five percent"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared dispositive power regulatory

"Shared Dispositive Power 5,036,169.00"

Joint Filing Agreement legal

"EXHIBIT NO. EXHIBITS 99.1 Joint Filing Agreement"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Core & Main, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

21874C102

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 21874C102

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,570,651.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,036,169.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,070,951.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.7 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

CUSIP Number(s): 21874C102

1

Names of Reporting Persons

Morgan Stanley Investment Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,906,590.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,339,088.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,339,088.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.8 %

12

Type of Reporting Person (See Instructions)

IA, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley Investment Management Inc. has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Core & Main, Inc.
(b)	Address of issuer's principal executive offices: 1830 CRAIG PARK COURT, ST. LOUIS, MO, 63146
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Investment Management Inc.
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Class A Common Stock
(e)	CUSIP No.: 21874C102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 2.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	05/11/2026

Morgan Stanley Investment Management Inc.

Signature:	Deidre A. Downes
Name/Title:	Authorized Signatory, Morgan Stanley Investment Management Inc.
Date:	05/11/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

What change does the CNM Schedule 13G/A amendment report?

It reports that Morgan Stanley and Morgan Stanley Investment Management Inc. reduced reported stakes; Morgan Stanley holds 5,070,951 shares (2.7%), MSIM holds 3,339,088 shares (1.8%). The amendment updates prior ownership disclosures.

How much voting and dispositive power does Morgan Stanley report for CNM?

Morgan Stanley reports 4,570,651 shared voting power and 5,036,169 shared dispositive power over Class A shares. These figures are presented as shared powers across MS reporting units in the filing.

Does the filing indicate Morgan Stanley still exceeds 5% ownership of CNM?

No. The filing explicitly states that, as of the date hereof, each entity has ceased to be the beneficial owner of more than five percent of the class of securities.

What exhibits accompany the CNM Schedule 13G/A amendment?

The filing lists Exhibit 99.1 (Joint Filing Agreement) and Exhibit 99.2 (Item 7 subsidiary identification information). These support the joint filing and subsidiary classification disclosures.

Who signed the Schedule 13G/A amendment for CNM?

Authorized signatories listed are Claire Gordon for Morgan Stanley and Deidre A. Downes for Morgan Stanley Investment Management Inc., each signing on 05/11/2026 as shown in the filing.