01/28/2026 | Press release | Distributed by Public on 01/28/2026 16:06
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FORM 3
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock and Limited Partnership Interests | (1)(2) | (1)(2) | Class A Common Stock | 150,177 | (1)(2) | I | By Trust |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Giles Jeffrey D C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS, MO 63146 |
EVP, Corporate Development | |||
| s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles | 01/28/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 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") are exchangeable at the discretion of the reporting person for shares of Class A common stock of the Issuer ("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. |
| (2) | Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of 150,177 vested common units ("Units") held indirectly by the reporting person through the Jeffrey D. Giles Revocable Trust (the "Trust"). Pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024 (as amended, the "LLC Agreement"), such vested Units held by the Trust are redeemable at the discretion of the Trust for Paired Interests, on a one-for-one basis. |
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Remarks: Exhibit list: Ex. 24 - Power of Attorney |
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