Core & Main Inc.

01/28/2026 | Press release | Distributed by Public on 01/28/2026 16:06

Initial Statement of Beneficial Ownership (Form 3)

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Giles Jeffrey D
2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2026
3. Issuer Name and Ticker or Trading Symbol
Core & Main, Inc. [CNM]
(Last) (First) (Middle)
C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Corporate Development
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
ST. LOUIS, MO 63146
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 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 2,283 D
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.
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 of Derivative Security: 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
Class B Common Stock and Limited Partnership Interests (1)(2) (1)(2) Class A Common Stock 150,177 (1)(2) I By Trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Giles Jeffrey D
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS, MO 63146
EVP, Corporate Development

Signatures

s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles 01/28/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

Remarks:
Exhibit list: Ex. 24 - Power of Attorney
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.
Core & Main Inc. published this content on January 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 28, 2026 at 22:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]