Form 4: Core & Main Director Kathleen Mazzarella Receives Restricted Stock Unit Grant

Core & Main, Inc. Director Kathleen M. Mazzarella was granted 2,189 restricted stock units as part of her director compensation, vesting upon the earlier of one year or the 2026 annual meeting.

Summary

• Kathleen M. Mazzarella, a Director of Core & Main, Inc. (CNM), was granted 2,189 shares of Class A Common Stock in the form of restricted stock units (RSUs) on June 24, 2025.
• These RSUs represent director compensation and will vest upon the earlier of the one-year anniversary of the grant date (June 24, 2026) or the Issuer's next annual meeting of shareholders to be held in 2026, contingent on her continued service as a director.
• The acquisition price for these RSUs was $0, as they are a compensation grant.
• Following this transaction, Ms. Mazzarella directly beneficially owns 13,958 shares of Class A Common Stock.
• Additionally, she indirectly beneficially owns 82 shares of Class A Common Stock through Core & Main Management Feeder, LLC, which are redeemable for Class A common stock on a one-for-one basis.

Sentiment

Score: 6

Explanation: The document reports a routine director compensation grant, which is a neutral to slightly positive event as it aligns director interests with shareholders. There are no negative implications or significant surprises.

Positives

• The grant of restricted stock units to a director aligns the director's interests with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• This is a standard form of compensation for non-employee directors, indicating a structured approach to corporate governance and incentive alignment.

Future Outlook

The granted restricted stock units are scheduled to vest upon the earlier of June 24, 2026, or the Issuer's next annual meeting of shareholders in 2026, subject to the director's continued service.

Industry Context

The grant of restricted stock units to a director is a common practice in publicly traded companies across various industries. It serves as a non-cash compensation method that aligns the interests of the board members with the long-term performance of the company and its shareholders.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as director compensation is a widely accepted and standard practice among U.S. public companies, including those in the industrial distribution sector like Core & Main.
• This method is comparable to compensation structures seen at peers and larger corporations, as it ties director incentives directly to shareholder value creation.
• The vesting schedule, typically over one year or until the next annual meeting, is also consistent with common industry benchmarks for director equity grants, ensuring continued service and commitment.

Related Party Transactions

• Kathleen M. Mazzarella indirectly holds 82 shares of Class A Common Stock through Core & Main Management Feeder, LLC, which are redeemable for Class A common stock on a one-for-one basis. This represents a standard equity holding structure for insiders via a related entity.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic decisions.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The restricted stock units will vest upon the earlier of June 24, 2026, or the Issuer's next annual meeting of shareholders in 2026, contingent on Kathleen M. Mazzarella's continued service as a director.

Key Dates

Keywords

Core & Main, CNM, SEC Form 4, Insider Transaction, Director Compensation, Restricted Stock Units, RSU Grant, Beneficial Ownership, Corporate Governance