John W. Stephens - 28 Apr 2025 Form 4 Insider Report for Core & Main, Inc. (CNM)

Footnote F1

On April 28, 2025, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 10,214 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") were exchanged for shares of Class A common stock of the Issuer ("Class A common stock"), on a one-for-one basis.

Footnote F2

On April 28, 2025, pursuant to the terms of the Fourth Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of February 13, 2024 (as amended, the "LLC Agreement"), 10,214 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 10,214 Paired Interests.

Footnote F3

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 18, 2024.

Footnote F4

The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $53.0000 to $53.0700 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.

Footnote F5

On April 29, 2025, pursuant to the terms of the Exchange Agreement, 31,750 Paired Interests were exchanged for shares of Class A common stock, on a one-for-one basis.

Footnote F6

On April 29, 2025, pursuant to the terms of the LLC Agreement, 31,750 vested Units held directly by the reporting person were redeemed at the discretion of the reporting person for 31,750 Paired Interests.

Footnote F7

The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $53.0000 to $53.1500 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.

Footnote F8

Pursuant to the terms of 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.

Footnote F9

Represents securities held by Management Feeder in respect of Units directly held by the reporting person. Pursuant to the LLC Agreement, such vested Units held by the reporting person are redeemable at the discretion of the reporting person for Paired Interests, on a one-for-one basis.