Sec Form 3 Filing - Bradbury Robyn L @ Core & Main, Inc. - 2025-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Bradbury Robyn L
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)
Chief Financial Officer
(Last) (First) (Middle)
C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2025
(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 65 I ( 1 ) By LLC
Class A Common Stock 5,642 ( 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
Class B Common Stock and Limited Partnership Interests ( 3 ) ( 4 ) ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 187,404 I ( 3 ) ( 4 ) By LLC
Options (Rights to Buy) $ 20.81 ( 5 ) 03/11/2032 Class A Common Stock 4,385 D
Options (Rights to Buy) $ 22.11 ( 6 ) 03/10/2033 Class A Common Stock 9,772 D
Options (Rights to Buy) $ 50.12 ( 7 ) 03/07/2034 Class A Common Stock 6,660 D
Options (Rights to Buy) $ 46.27 ( 8 ) 03/13/2035 Class A Common Stock 7,377 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bradbury Robyn L
C/O CORE & MAIN, INC.
1830 CRAIG PARK COURT
ST. LOUIS, MO63146
Chief Financial Officer
Signatures
/s/ Mark Whittenburg, as Attorney-in-Fact for Robyn L. Bradbury 04/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )The options are fully vested.
( 6 )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.
( 7 )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.
( 8 )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

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