Stephens John Weldon 4

4 · Core & Main, Inc. · Filed Mar 13, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

Core & Main (CNM) CAO John Stephens Receives RSUs; 107-Share Tax Sell

What Happened

John Weldon Stephens, Chief Accounting Officer of Core & Main (CNM), received equity awards and had a small tax-withholding disposition. On 2026-03-11, 107 shares were withheld/sold to cover tax withholding at $49.16 each, generating $5,260. On 2026-03-12 he was granted 936 restricted stock units (RSUs) and 6,684 derivative awards (reported as acquisitions at $0 on the Form 4).

Key Details

Transactions:
- 2026-03-11: 107 shares withheld/sold for tax purposes at $49.16 — proceeds $5,260 (Transaction code F).
- 2026-03-12: 936 RSUs granted (reported at $0) (Transaction code A).
- 2026-03-12: 6,684 derivative awards granted (reported at $0) (Transaction code A; derivative).
Shares owned after transaction: Not specified in the filing.
Footnotes:
- F1: 107 shares withheld by the issuer to satisfy tax withholding upon RSU vesting.
- F2: The 936 RSUs each represent a right to one Class A common share; vest in three equal annual installments on Mar 11, 2027, 2028 and 2029.
- F3: The derivative awards/options vest in three equal installments on Mar 11, 2027, 2028 and 2029.
Filing timeliness: Report filed 2026-03-13 for transactions dated 2026-03-11/12 — appears timely (not marked late).

Context

The two 2026-03-12 entries are awards (RSUs and derivative awards/options), not open-market purchases; they were reported at $0 on the Form 4 because they are grants. The 107-share disposition was a routine tax-withholding transaction tied to equity compensation vesting, not a discretionary sale for investment reasons. The awards vest over three years per the footnotes, so they are subject to future vesting conditions.

Form 4

Period: 2026-03-11

Chief Accounting Officer

Transactions

Tax Payment
Class A Common Stock
[F1]
2026-03-11$49.16/sh−107$5,260→ 16,438 total
Award
Class A Common Stock
[F2]
2026-03-12+936→ 17,374 total
Award
Options (Rights to Buy)
[F3]
2026-03-12+6,684→ 6,684 total
Exercise: $47.63Exp: 2036-03-12→ Class A Common Stock (6,684 underlying)

Footnotes (3)

[F1]Represents shares withheld by the Issuer for tax withholding purposes upon the vesting of a portion of restricted stock units ("RSUs") granted to the reporting person.
[F2]Represents RSUs granted to the reporting person. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. The RSUs vest in three equal annual installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Restricted Stock Unit Agreement.
[F3]The options vest in three equal installments on March 11, 2027, March 11, 2028 and March 11, 2029, subject to the terms of the associated Participant Stock Option Agreement.

Signature

/s/ Mark Whittenburg, as Attorney-in-Fact for John W. Stephens|2026-03-13

1 file