Jeffrey D. Giles - 26 Jan 2026 Form 3 Insider Report for Core & Main, Inc. (CNM)

Role: EVP, Corporate Development
Signature: s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles
Issuer symbol: CNM
Transactions as of: 26 Jan 2026
Net transactions value: $0
Form type: 3
Filing time: 28 Jan 2026, 17:06:32 UTC
Previous filing: 17 Mar 2025
Next filing: 13 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Giles Jeffrey D	EVP, Corporate Development	C/O CORE & MAIN, INC., 1830 CRAIG PARK COURT, ST. LOUIS	s/ Mark Whittenburg, as Attorney-in-Fact for Jeffrey D. Giles	28 Jan 2026	0001866555

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CNM	Class A Common Stock						2,283	26 Jan 2026	Direct

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							26 Jan 2026	Class A Common Stock	150,177		By Trust	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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