03/13/2026 | Press release | Distributed by Public on 03/13/2026 17:24
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Rights to Buy) | $47.63 | 03/12/2026 | A | 50,676 | (3) | 03/12/2036 | Class A Common Stock | 50,676 | $ 0 | 50,676 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cowles Bradford A C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS, MO 63146 |
President | |||
| /s/ Mark Whittenburg, as Attorney-in-Fact for Bradford A. Cowles | 03/13/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents shares withheld by the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units ("RSUs") granted to the reporting person. |
| (2) | Represents RSUs granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. The RSUs vest in three equal annual installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Restricted Stock Unit Agreement. |
| (3) | 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. |