| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2026 | 3. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [ CNM ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 6,051(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options (Rights to Buy) | (2) | 03/11/2032 | Class A Common Stock | 3,885 | $20.81 | D | |
| Options (Rights to Buy) | (2) | 03/10/2033 | Class A Common Stock | 12,879 | $22.11 | D | |
| Options (Rights to Buy) | (3) | 03/07/2034 | Class A Common Stock | 5,877 | $50.12 | D | |
| Options (Rights to Buy) | (4) | 03/13/2035 | Class A Common Stock | 6,393 | $46.27 | D | |
| Options (Rights to Buy) | (5) | 03/12/2036 | Class A Common Stock | 18,771 | $47.63 | D | |
| Stock Appreciation Rights | (6) | (6) | Class A Common Stock | 5,123 | $3.24 | D | |
| Explanation of Responses: |
| 1. The total includes 2,590 shares of Class A common stock of the Issuer ("Class A common stock") and 3,461 restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock. The unvested portion of the RSUs granted on March 7, 2024 vest on March 7, 2027. The unvested portion of the RSUs granted on March 13, 2025 vest in two equal installments on March 11, 2027 and March 11, 2028. The unvested portion of the RSUs granted on March 12, 2026 vest in three equal installments on March 11, 2027, March 11, 2028 and March 11, 2029. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement. |
| 2. The options are fully vested. |
| 3. 3,918 options are currently vested. The remaining options vest on March 7, 2027, subject to the terms of the associated Participant Stock Option Agreement. |
| 4. 2,131 options are currently vested. The remaining options vest in two equal installments on March 11, 2027 and March 11, 2028, subject to the terms of the associated Participant Stock Option Agreement. |
| 5. The options vest in three equal installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Stock Option Agreement. |
| 6. The stock appreciation rights are fully vested. |
| Remarks: |
| /s/ Jackie Burkhardt | 04/02/2026 | |
| ** 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 5 (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 3: SEC 1473 (03-26) | ||