Sec Form 4 Filing - LeClair Stephen O @ Core & Main, Inc. - 2024-02-12

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) 02/12/2024 (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 02/12/2024 C( 1 ) 150,000 ( 2 ) A $ 0 223,692 ( 3 ) D Class A Common Stock 02/12/2024 S( 4 ) 150,000 D $ 44.142 ( 5 ) 73,692 ( 3 ) 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 ( 6 ) ( 7 ) 02/12/2024( 6 )( 7 ) J V 150,000 ( 2 ) ( 6 )( 7 ) ( 6 )( 7 ) Class A Common Stock 150,000 $ 0 1,972,945 I ( 6 ) By LLC Class B Common Stock and Limited Partnership Interests ( 7 ) 02/12/2024( 7 ) J V 150,000 ( 2 ) ( 7 ) ( 7 ) Class A Common Stock 150,000 $ 0 150,000 D Class B Common Stock and Limited Partnership Interests ( 7 ) 02/12/2024( 7 ) C( 1 ) 150,000 ( 1 ) ( 7 ) ( 7 ) Class A Common Stock 150,000 $ 0 0 D

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 02/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 12, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 150,000 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. ( 2 )On February 12, 2024, pursuant to the terms of the Third Amended and Restated LLC Agreement of Core & Main Management Feeder, LLC ("Management Feeder"), dated as of July 22, 2021 (as amended, the "LLC Agreement"), 150,000 vested common units ("Units") held directly by the reporting person were redeemed at the discretion of the reporting person for 150,000 Paired Interests. ( 3 )Includes 73,692 restricted stock units ("RSUs") granted to the reporting person. 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 in two equal installments on March 11, 2024 and March 11, 2025, subject to the terms of the associated Participant Restricted Stock Unit Agreement. The RSUs granted on March 10, 2023 vest in three equal installments on March 10, 2024, March 10, 2025 and March 10, 2026, subject to the terms of the associated Participant Restricted Stock Unit Agreement. ( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 11, 2023. ( 5 )The price reported represents the weighted average price of shares of Class A common stock sold in multiple transactions at prices ranging from $43.6900 to $44.5100 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. ( 6 )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. ( 7 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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