Sec Form 4 Filing - LeClair Stephen O @ 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 LeClair Stephen O 2. Issuer Name and Ticker or Trading Symbol Core & Main, Inc. [ CNM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (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 ) 3,478 D $ 21.45 88,871 ( 2 ) D Class A Common Stock 03/11/2024 F( 1 ) 3,682 D $ 48.29 85,189 ( 2 ) D Class A Common Stock 03/11/2024 F( 1 ) 4,052 D $ 48.29 81,137 ( 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 ) 01/16/2025( 3 )( 4 ) G 1,522,945 ( 5 ) ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 1,522,945 $ 0 250,000 I ( 3 ) By LLC Class B Common Stock and Limited Partnership Interests ( 3 ) ( 4 ) 01/16/2025( 3 )( 4 ) G 1,522,945 ( 5 ) ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 1,522,945 $ 0 1,522,945 I ( 3 ) By Trust Class B Common Stock and Limited Partnership Interests ( 3 ) ( 6 ) 01/16/2025( 3 )( 6 ) G 250,000 ( 7 ) ( 3 )( 6 ) ( 3 )( 6 ) Class A Common Stock 250,000 $ 0 0 I ( 3 ) By LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LeClair Stephen O C/O CORE & MAIN, INC. 1830 CRAIG PARK COURT ST. LOUIS, MO63146 X Chief Executive Officer Signatures /s/ Mark Whittenburg, as Attorney-in-Fact for Stephen O. LeClair 01/17/2025 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 92,349 RSUs originally granted an aggregate of 11,212 shares of Class A common stock have been forfeited to the Issuer for tax withholdings purposes and an aggregate of 25,266 shares of Class A common stock have vested with 55,871 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. 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 )Pursuant to the terms of an 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 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 shares of Class B Common Stock and Limited Partnership Interests have no expiration date. ( 4 )Represents securities held by Core & Main Management Feeder, LLC ("Management Feeder") in respect of 1,522,945 Units (the "Transferred Units") transferred by the reporting person to a revocable trust for the benefit of the reporting person, his wife and descendants (the "Trust") on January 15, 2025 (the "Effective Date"). Pursuant to the Fourth Amended and Restated LLC Agreement of Management Feeder, dated as of February 13, 2024 (as amended, the "LLC Agreement"), such Transferred Units held by the Trust following the transaction being reported herein are redeemable at the discretion of the reporting person for shares of Class B Common Stock of the Issuer ("Class B Common Stock") and limited partnership interests of Core & Main Holdings, LP ("Limited Partnership Interests" and, together with Class B Common Stock, "Paired Interests"), on a one-for-one basis. ( 5 )On the Effective Date, the reporting person transferred and assigned the Transferred Units to the Trust. ( 6 )Represents securities held by Management Feeder in respect of 250,000 Units (the "Irrevocable Trust Transferred Units") transferred by the reporting person to an irrevocable trust for the benefit of the reporting person, his wife and descendants (the "Irrevocable Trust") on January 15, 2025 (the "Irrevocable Trust Effective Date"). The reporting person is not a trustee of the Irrevocable Trust. Pursuant to the LLC Agreement, such Irrevocable Trust Transferred Units held by the Irrevocable Trust following the transaction being reported herein are redeemable at the discretion of the Irrevocable Trust for shares of Class B Common Stock and Paired Interests, on a one-for-one basis. ( 7 )On the Irrevocable Trust Effective Date, the reporting person transferred and assigned the Irrevocable Trust Transferred Units to the Irrevocable Trust.

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