Core & Main Inc.

07/21/2025 | Press release | Distributed by Public on 07/21/2025 16:43

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Castellano James G
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)
(Last) (First) (Middle)
C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT
3. Date of Earliest Transaction (Month/Day/Year)
07/18/2025
(Street)
ST. LOUIS, MO 63146
4. If Amendment, Date 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
(City) (State) (Zip)
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 07/18/2025 C(1) 34,674(2) A $ 0 43,994 I(3) By Trust
Class A Common Stock 07/18/2025 S(4) 43,994 D $61.9808(5) 0 I(3) By Trust
Class A Common Stock 4,638 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock and Limited Partnership Interests (6)(7) 07/18/2025(6)(7) J V 34,674(2) (6)(7) (6)(7) Class A Common Stock 34,674 $ 0 158,946 I(7) By LLC
Class B Common Stock and Limited Partnership Interests (6) 07/18/2025(6) J V 34,674(2) (6) (6) Class A Common Stock 34,674 $ 0 34,674 I By Trust
Class B Common Stock and Limited Partnership Interests (6) 07/18/2025(6) C(1) 34,674(1) (6) (6) Class A Common Stock 34,674 $ 0 0 I By Trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Castellano James G
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS, MO 63146
X

Signatures

/s/ Mark Whittenburg, as Attorney-in-Fact for James G. Castellano 07/21/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On July 18, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 34,674 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 July 18, 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"), 34,674 vested common units ("Units") held indirectly by the reporting person through the James G. Castellano Revocable Trust (the "Trust") were redeemed at the discretion of the Trust for 34,674 Paired Interests.
(3) Represents securities held indirectly by the reporting person through the Trust.
(4) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on April 18, 2025.
(5) The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $61.6550 to $62.1950 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.
(6) 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.
(7) Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust and the James G. Castellano 2021 Family Trust (the "2021 Trust"). Pursuant to the LLC Agreement, such vested Units held by the Trust and the 2021 Trust are redeemable at the discretion of the Trust and the 2021 Trust for Paired Interests, on a one-for-one basis.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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