Sec Form 4 Filing - Schaller John R @ Core & Main, Inc. - 2023-03-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schaller John R 2. Issuer Name and Ticker or Trading Symbol Core & Main, Inc. [ CNM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2023 (Street) ST. LOUIS, MO63146 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/13/2023 F( 1 ) 582 D $ 21.45 19,065 ( 2 ) D Class A Common Stock 03/11/2024 F( 1 ) 585 D $ 48.29 18,480 ( 2 ) D Class A Common Stock 03/11/2024 F( 1 ) 582 D $ 48.29 17,898 ( 2 ) D Class A Common Stock 01/10/2025 M 38,584 A $ 20.81 56,482 ( 2 ) D Class A Common Stock 01/10/2025 S( 3 ) 37,984 D $ 50.5635 ( 4 ) 18,498 ( 2 ) D Class A Common Stock 01/10/2025 S( 3 ) 600 D $ 51.4117 ( 5 ) 17,898 ( 2 ) D Class A Com mon Stock 01/10/2025 M 21,868 A $ 22.11 39,766 ( 2 ) D Class A Common Stock 01/10/2025 S( 3 ) 21,868 D $ 50.5584 ( 4 ) 17,898 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (Rights to Buy) $ 20.81 01/10/2025 M 38,584 ( 6 ) 03/10/2032 Class A Common Stock 38,584 $ 0 19,292 D Options (Rights to Buy) $ 22.11 01/10/2025 M 21,868 ( 7 ) 03/10/2033 Class A Common Stock 21,868 $ 0 43,736 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schaller John R C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS, MO63146 Executive Vice President Signatures /s/ Mark Whittenburg, as Attorney-in-Fact for John R. Schaller 01/14/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents prior share forfeitures to the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units ("RSUs") granted to the reporting person. ( 2 )Of the 19,647 RSUs originally granted an aggregate of 1,749 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 6,195 shares of Class A common stock have vested with 11,703 RSUs remaining unvested, as of the date of this Form 4. Each RSU represents a contingent right to receive one share of Class A common stock. The unvested portion of the RSUs granted on March 11, 2022 vest on March 11, 2025. The RSUs granted on March 10, 2023 vest in two equal installments on March 10, 2025 and March 10, 2026. The RSUs granted on March 7, 2024 vest in three equal installments on March 7, 2025, March 7, 2026 and March 7, 2027. All RSU vesting is subject to the terms of the associated Participant Restricted Stock Unit Agreement. ( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 11, 2024. ( 4 )The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $50.1600 to $51.0300 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range. ( 5 )The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $51.4050 to $51.4450 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range. ( 6 )The options vest in three equal annual installments on March 11, 2023, March 11, 2024 and March 11, 2025, subject to the reporting person's remaining employed with the issuer through each vesting date. ( 7 )The options vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the reporting person remaining employed with the Issuer through each vesting 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 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).

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