SEC FORM 4

SEC FORM 4 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

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)
04/28/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/28/2025		C⁽¹⁾		10,214⁽²⁾	A	$0	14,334	D
Class A Common Stock	04/28/2025		S⁽³⁾		10,214	D	$53.0226⁽⁴⁾	4,120	D
Class A Common Stock	04/29/2025		C⁽⁵⁾		31,750⁽⁶⁾	A	$0	35,870	D
Class A Common Stock	04/29/2025		S⁽³⁾		31,750	D	$53.033⁽⁷⁾	4,120	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock and Limited Partnership Interests	⁽⁸⁾⁽⁹⁾	04/28/2025⁽⁸⁾⁽⁹⁾		J	V		10,214⁽²⁾	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	10,214	$0	111,750	I⁽⁹⁾	By LLC
Class B Common Stock and Limited Partnership Interests	⁽⁸⁾	04/28/2025⁽⁸⁾		J	V	10,214⁽²⁾		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	10,214	$0	10,214	D
Class B Common Stock and Limited Partnership Interests	⁽⁸⁾	04/28/2025⁽⁸⁾		C⁽¹⁾			10,214⁽¹⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	10,214	$0	0	D
Class B Common Stock and Limited Partnership Interests	⁽⁸⁾⁽⁹⁾	04/29/2025⁽⁸⁾⁽⁹⁾		J	V		31,750⁽⁶⁾	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	31,750	$0	80,000	I⁽⁹⁾	By LLC
Class B Common Stock and Limited Partnership Interests	⁽⁸⁾	04/29/2025⁽⁸⁾		J	V	31,750⁽⁶⁾		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	31,750	$0	31,750	D
Class B Common Stock and Limited Partnership Interests	⁽⁸⁾	04/29/2025⁽⁸⁾		C⁽⁵⁾			31,750⁽⁵⁾	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	31,750	$0	0	D

Explanation of Responses:

1. On April 28, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 10,214 shares of Class B common stock of the Issuer ("Class B common stock") and limited partnership interests of Core & Main Holdings, LP (together, a "Paired Interest") were exchanged for shares of Class A common stock of the Issuer ("Class A common stock"), on a one-for-one basis.

2. On April 28, 2025, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of February 13, 2024 (as amended, the "LLC Agreement"), 10,214 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 10,214 Paired Interests.

3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2024.

4. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $53.0000 to $53.0700 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.

5. On April 29, 2025, pursuant to the terms of the Exchange Agreement, 31,750 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.

6. On April 29, 2025, pursuant to the terms of the LLC Agreement, 31,750 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 31,750 Paired Interests.

7. The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $53.0000 to $53.1500 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.

8. Pursuant to the terms of the Exchange Agreement, Paired Interests are exchangeable at the discretion of the reporting person for shares of Class A common stock on a one-for-one basis or, at the election of a majority of the disinterested members of the Issuer's board of directors, for cash from a substantially concurrent public offering or private sale (based on the price of Class A common stock sold in such public offering or private sale, net of any underwriting discounts and commissions, for each limited partnership interest exchanged, subject to certain exceptions, conditions and adjustments). The Class B common stock and limited partnership interests have no expiration date.

9. Represents securities held by Management Feeder in respect of Units directly held by the reporting person. Pursuant to the LLC Agreement, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for Paired Interests, on a one-for-one basis.

Remarks:

	/s/ Mark Whittenburg, as Attorney-in-Fact for John W. Stephens	04/30/2025
	** 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.

Chief Accounting Officer Stephens John Weldon sold $2,225,371 worth of shares (41,964 units at $53.03) and converted options into 41,964 shares (SEC Form 4)