Robyn L. Bradbury - 31 Mar 2025 Form 3 Insider Report for Core & Main, Inc. (CNM)

Role
Chief Financial Officer
Signature
/s/ Mark Whittenburg, as Attorney-in-Fact for Robyn L. Bradbury
Issuer symbol
CNM
Transactions as of
31 Mar 2025
Net transactions value
$0
Form type
3
Filing time
02 Apr 2025, 18:28:35 UTC
Next filing
03 Jul 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CNM Class A Common Stock 65 31 Mar 2025 By LLC F1
holding CNM Class A Common Stock 5,642 31 Mar 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CNM Class B Common Stock and Limited Partnership Interests 31 Mar 2025 Class A Common Stock 187,404 By LLC F3, F4
holding CNM Options (Rights to Buy) 31 Mar 2025 Class A Common Stock 4,385 $20.81 Direct F5
holding CNM Options (Rights to Buy) 31 Mar 2025 Class A Common Stock 9,772 $22.11 Direct F6
holding CNM Options (Rights to Buy) 31 Mar 2025 Class A Common Stock 6,660 $50.12 Direct F7
holding CNM Options (Rights to Buy) 31 Mar 2025 Class A Common Stock 7,377 $46.27 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of common units ("Units") of Management Feeder held directly by the reporting person. Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class A common stock, on a one-for-one basis. 43 of the Units are currently vested. The remaining 22 Units will vest on March 11, 2026.
F2 Represents restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer ("Class A common stock"). The unvested portion of the RSUs granted on March 10, 2023 vest on March 10, 2026. The unvested portion of the RSUs granted on March 7, 2024 vest in two equal installments on March 7, 2026 and March 7, 2027. The unvested portion of the RSUs granted on March 13, 2025 vest in three equal installments on March 11, 2026, March 11, 2027 and March 11, 2028. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement.
F3 Represents securities held by Management Feeder in respect of Units of Management Feeder held directly by the reporting person. Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for shares of Class A common stock, on a one-for-one basis (together, a "Paired Interest"). Upon a redemption of Units, the reporting person will also receive a distribution of the Class A common stock allocated to those Units. 150,530 of the Units are currently vested. The remaining 36,874 Units will vest on March 11, 2026.
F4 Pursuant to the terms of the Exchange Agreement, dated as of July 22, 2021 (as amended 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.
F5 The options are fully vested.
F6 4,886 options are currently vested. The remaining options vest on March 10, 2026, subject to the terms of the associated Participant Stock Option Agreement.
F7 2,220 options are currently vested. The remaining options vest in two equal installments on March 7, 2026 and March 7, 2027, subject to the terms of the associated Participant Stock Option Agreement.
F8 The options vest in three equal installments on March 11, 2026, March 11, 2027 and March 11, 2028, subject to the terms of the associated Participant Stock Option Agreement.

Remarks:

Exhibit list: Ex. 24 - Power of Attorney