Gipson Dennis G

SEC source: 0001856525-26-000073 · wk-form4_1782345694.xml · nonDerivative · entry 1

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 16,757

F1 · shares: Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2027 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

SEC source: 0001856525-25-000139 · wk-form4_1750969769.xml · nonDerivative · entry 1

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 13,958

F1 · shares: Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2026 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

SEC source: 0001856525-24-000101 · wk-form4_1721335974.xml · derivative · entry 8

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Plan reported

Ownership: Indirect · By Trust

Disclosed balance after: 0

Underlying: Class A Common Stock · 24,857 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F10 · derivative.exercise_price: 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 Issuers 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.

F10 · date: 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 Issuers 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.

F4 · kind: On July 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,857 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, on a one-for-one basis.

F4 · shares: On July 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,857 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, on a one-for-one basis.

F10 · derivative.exercise_date: 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 Issuers 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.

F10 · derivative.expiration_date: 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 Issuers 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.

F3 · ownership.direct: Represents securities held indirectly by the reporting person through the Trust.

SEC source: 0001856525-24-000101 · wk-form4_1721335974.xml · derivative · entry 7

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Plan reported

Ownership: Indirect · By Trust

Disclosed balance after: 24,857

Underlying: Class A Common Stock · 24,857 shares

Expires not disclosed

F10 · derivative.exercise_price: 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 Issuers 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.

F10 · date: 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 Issuers 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.

F5 · shares: On July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests.

F10 · derivative.exercise_date: 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 Issuers 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.

F10 · derivative.expiration_date: 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 Issuers 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.

F3 · ownership.direct: Represents securities held indirectly by the reporting person through the Trust.

SEC source: 0001856525-24-000101 · wk-form4_1721335974.xml · derivative · entry 6

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Plan reported

Ownership: Indirect · By LLC

Disclosed balance after: 219,601

Underlying: Class A Common Stock · 24,857 shares

Expires not disclosed

F9 · derivative.exercise_price: Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to 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.

F10 · derivative.exercise_price: 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 Issuers 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.

F9 · date: Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to 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.

F10 · date: 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 Issuers 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.

F5 · shares: On July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests.

F9 · derivative.exercise_date: Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to 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.

F10 · derivative.exercise_date: 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 Issuers 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.

F9 · derivative.expiration_date: Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to 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.

F10 · derivative.expiration_date: 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 Issuers 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.

F9 · ownership.direct: Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to 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.

SEC source: 0001856525-24-000101 · wk-form4_1721335974.xml · nonDerivative · entry 4

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Plan reported

Ownership: Indirect · By Trust

Disclosed balance after: 0

F6 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust on April 1, 2024.

F7 · price: 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 $53.3700 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.

F3 · ownership.direct: Represents securities held indirectly by the reporting person through the Trust.

SEC source: 0001856525-24-000101 · wk-form4_1721335974.xml · nonDerivative · entry 3

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Plan reported

Ownership: Indirect · By Trust

Disclosed balance after: 25,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · kind: On July 16, 2024, pursuant to the terms of an exchange agreement, dated as of July 22, 2021 (as amended, the "Exchange Agreement"), 24,857 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, on a one-for-one basis.

F5 · shares: On July 16, 2024, pursuant to the terms of the LLC Agreement, 24,857 vested Units held indirectly by the reporting person through the Trust were redeemed at the discretion of the Trust for 24,857 Paired Interests.

F3 · ownership.direct: Represents securities held indirectly by the reporting person through the Trust.

SEC source: 0001856525-24-000101 · wk-form4_1721335974.xml · nonDerivative · entry 2

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Plan reported

Ownership: Indirect · By Trust

Disclosed balance after: 143

F1 · shares: On July 16, 2024, 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"), 143 vested common units ("Units") held indirectly by the reporting person through the Irrevocable Trust FBO D. G. Gipson (the "Trust") were redeemed at the discretion of the Trust for 143 shares of Class A common stock of the Issuer ("Class A common stock").

F3 · ownership.direct: Represents securities held indirectly by the reporting person through the Trust.

SEC source: 0001856525-24-000101 · wk-form4_1721335974.xml · nonDerivative · entry 1

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Plan reported

Ownership: Indirect · By LLC

Disclosed balance after: 0

F1 · shares: On July 16, 2024, 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"), 143 vested common units ("Units") held indirectly by the reporting person through the Irrevocable Trust FBO D. G. Gipson (the "Trust") were redeemed at the discretion of the Trust for 143 shares of Class A common stock of the Issuer ("Class A common stock").

F2 · ownership.direct: Represents securities held by Management Feeder in respect of Units held indirectly by the reporting person through the Trust. Pursuant to the LLC Agreement, such vested Units held by the Trust are redeemable at the discretion of the Trust for shares of Class A common stock, on a one-for-one basis.

SEC source: 0001856525-24-000090 · wk-form4_1719609802.xml · nonDerivative · entry 1

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,769

F1 · shares: Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of shareholders to be held in 2025 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

F2 · balance_after: Includes RSUs previously granted to the reporting person.

SEC source: 0001209191-23-040311 · doc4.xml · nonDerivative · entry 1

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 9,320

F1 · shares: Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2024 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.

F2 · balance_after: Includes RSUs previously granted to the reporting person.

SEC source: 0001209191-23-018946 · doc5.xml · nonDerivative · entry 1

Gipson Dennis G · CIK 0001866536 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,393

F1 · shares: Represents restricted stock units granted as director compensation. The restricted stock units will vest upon the earlier to occur of the one year anniversary of the grant date or the Issuer's next annual meeting of stockholders to be held in 2023 and be settled in shares of Class A common stock, subject to the reporting person's continued service as a director of the Issuer.